Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party or any of its Representatives from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby hereby, (b) any notice or other communication received by such party or any of its Representatives 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 could be material to the Company, the Surviving Corporation or Parent, (bc) any Action commenced or, to such party’s knowledgeKnowledge, threatened againstwhich relates to the transactions contemplated hereby, relating or (d) any event, change, circumstance, occurrence, effect or state of facts (i) that renders or would reasonably be expected to render any representation or involving or otherwise affecting warranty of such party set forth in this Agreement to be untrue or any of its Subsidiaries which relate inaccurate, (ii) that results or would reasonably be expected to the Merger or the other transactions contemplated hereby or (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 cause or result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant hereof, or (iii) that results or would reasonably be expected to result in any failure of any condition set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementVI; provided, however, that no such notification shall affect any of the delivery of any notice pursuant representations, warranties, covenants, rights or remedies, or the conditions to this Section 5.10 shall not (i) cure any breach the obligations of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedhereunder.

Notification of Certain Matters. The During the Pre-Closing Period, the Company shall give prompt written notice to Parent, and Parent shall promptly notify each other give prompt written notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger this Agreement or any of the Transactions, (b) any notice or other transactions contemplated hereby or communication received by such party from any Person person alleging that the consent consent, approval, permission or waiver of such Person person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentTransactions, (bc) any Action 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 subsidiaries which relate to this Agreement or any of the Merger or the other transactions contemplated hereby or Transactions, (cd) any Stockholder Litigation, and (e) the discovery by a party to this Agreement of any fact fact, circumstance or circumstance thatevent, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or which could reasonably be expected to result in (i) the failure of any representation or warranty of such party contained in this Agreement to be true or correct in all material respects at or prior to the Merger Closing, (ii) any failure of such party to comply in all material respects with such party’s covenants or agreements hereunder, or (iii) the failure of any of the conditions to of the Merger obligations set forth in Article VI not being or Annex I to be satisfied or the satisfaction of those conditions being which to be materially delayed in violation of any provision of this Agreementdelayed; provided, however, provided that the delivery of failure to deliver any notice pursuant to this Section 5.10 5.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit be considered in determining whether the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger conditions 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall Annex I have been satisfied.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to Parent or Acquisition Sub, and Parent or Acquisition Sub shall promptly notify each other of (a) any give prompt 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 could be material to the Company, the Surviving Corporation or Parent, upon becoming aware of (bi) 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 Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of whichwhich has resulted in, would cause or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any of the conditions condition to the Merger set forth in Article VI VII, not being satisfied, (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied and (iii) the occurrence, or satisfaction of those conditions being materially delayed in violation nonoccurrence, of any provision event the occurrence, or nonoccurrence, of which would cause any representation or warranty contained in this Agreement; providedAgreement to be untrue or inaccurate, howeverwhich has resulted in, that or could be reasonably expected to result in any condition to the Offer set forth in Annex A not to be satisfied. The delivery of any notice pursuant to this Section 5.10 6.7 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company will give prompt notice to Parent, and Parent shall promptly notify each other will give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 hereby, or (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 expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall 5.12 will not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Purchaser, and Parent Purchaser shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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 Company or ParentPurchaser, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 4.6 shall not (ix) (nor shall any information provided pursuant to Section 4.5) be considered in determining whether any representation or warranty is true for purposes of Section 5.1 or the conditions to the Offer, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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, (bii) any Action orders, actions, suits, claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (ix) (nor shall any information provided pursuant to Section 5.5) be considered in determining whether any representation or warranty is true for purposes of Section 7.1 or the conditions to the Offer, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company During the Pre-Closing Period, Parent, on the one hand, and Parent the Company, on the other hand, shall promptly (and in no event later than one (1) Business Day after such Party becomes aware of same) notify each the other Party (and, if in writing, furnish copies of any relevant documents) if any of the following occurs: (ai) any notice or other communication is 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Contemplated Transactions; (bii) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party Party or its Subsidiaries is commenced, or, to such Party’s Knowledge, threatened against such Party, its Subsidiaries or any of its Subsidiaries which relate to their respective directors or officers; (iii) such Party becomes aware of any inaccuracy in any representation or warranty made by it in this Agreement; (iv) any communication is received from the Merger FDA or the other transactions contemplated hereby comparable Governmental Body concerning such Party’s business; or (cv) the discovery failure of such Party to comply with any fact of its covenants or circumstance thatobligations hereunder; in the case of (iii) and (v), or that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Section 6, Section 7 or satisfaction of those conditions being Section 8, as applicable, impossible or materially delayed in violation of any provision of this Agreement; providedless likely. No notification given to Parent, howeveron the one hand, that or the delivery of any notice Company, on the other hand, pursuant to this Section 5.10 4.5 shall not (i) cure change, limit or otherwise affect any breach ofof the representations, warranties, covenants or non-compliance with, any other provision of obligations contained in this Agreement or (ii) limit the remedies available to Company Disclosure Schedule or the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account Parent Disclosure Schedule for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied6, Section 7 or Section 8, as applicable.

Notification of Certain Matters. The Company shall give prompt notice to the Buyer, and Parent the Buyer shall promptly notify each other give prompt notice to the Company, of (a) 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 could or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, Company or the Surviving Corporation or ParentBuyer, (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 relate to the Merger or the other transactions contemplated hereby or (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 cause or result in the failure to be satisfied of any of the conditions to be complied with or satisfied by it under this Agreement, (c) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect (including such party having received knowledge of any fact, event or circumstance that would be reasonably expected to cause any representation qualified as to the knowledge of such party to be or become untrue or inaccurate), (d) any actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries and that relate to the Merger set forth or (e) the failure by it to comply with or satisfy in Article VI not being any material respect any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that no such notification shall affect the delivery representations, warranties, covenants or agreements of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, the parties or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available conditions to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) obligations of the first sentence of parties under this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedAgreement.

Notification of Certain Matters. The Company During the Pre-Closing Period, each of the Company, on the one hand, and Parent MEDS, on the other hand, shall promptly notify each the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Contemplated Transactions; (b) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party Party or any of its Subsidiaries which relate is commenced, or, to the Merger Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or the other transactions contemplated hereby or Key Employee of such Party; (c) the discovery such Party becomes aware of any fact inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement; or (d) the occurrence failure of such Party to comply with any covenant or non-occurrence obligation of any event such Party; in each case that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Section 7, Section 8 or satisfaction Section 9, as applicable, impossible or materially less likely. No such notice shall be deemed to supplement or amend the Company Disclosure Schedule or the MEDS Disclosure Schedule for the purpose of those conditions being materially delayed in violation (x) determining the accuracy of any provision of the representations and warranties made by the Company or MEDS in this Agreement; providedAgreement or (y) determining whether any condition set forth in Section 7, however, that the delivery of any Section 8 or Section 9 has been satisfied. Any failure by either Party to provide notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.5 shall not be taken into account deemed to be a breach for purposes of determining whether the condition referred Section 8.2 or Section 9.2, as applicable, unless such failure to in Section 6.3(b) shall have been satisfiedprovide such notice was knowing and intentional.

Notification of Certain Matters. The Company shall give prompt notice to Parent and Merger Sub and Parent and Merger Sub shall promptly notify each other give prompt notice to the Company of (a) any written 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 could be material to the Company, the Surviving Corporation or ParentTransactions, (b) any Action notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which that relate to the Merger or the other transactions contemplated hereby or Transactions, (cd) the discovery of any fact or circumstance thatcircumstance, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of whichevent, that would cause any representation or result warranty made by such party contained in any of the conditions this Agreement to be, with respect to the Merger Company, untrue or inaccurate such that the condition set forth in Article VI Section 8.02 would not being be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate in any material respect, and (e) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided and provided, further, that a failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance comply with this Section 5.10 shall 7.11 prior to the Closing Date in and of itself will not be taken into account for purposes constitute the failure of determining whether the condition referred to Closing to be satisfied unless (i) such failure materially prejudices another party’s ability to exercise its rights or remedies hereunder prior to the Closing or (ii) the underlying event would independently result in Section 6.3(b) shall have been the failure of the applicable condition to Closing to be satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other of give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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 Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or 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, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.5 shall not (i1) be considered in determining whether any representation or warranty is true for purposes of Section 7.1, Termination, hereof, or the conditions to the Offer, (2) cure any breach of, or non-compliance with, with any other provision of this Agreement Agreement, or (ii3) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company Subject to applicable Law, the Partnership and Parent Kick shall promptly notify each other of (a) any written notice or other written communication received by such party any Burro Party or Kick Party from any Governmental Entity in connection with the Merger Mergers 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 (b) any other notice or communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) any Action commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (cd) the discovery 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 Agreement to be untrue or inaccurate in any fact material respect or circumstance that, (ii) that results or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or 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, however, that failure to comply with this Section 5.7 shall not in and of itself result in the failure to be satisfied of any of the conditions to the Merger set forth Closing in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach ofVI, or non-compliance with, give rise to any other provision of right to terminate this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in under Article VI except to the extent that VII if the underlying fact fact, circumstance or circumstance event would not so notified would standing alone constitute in and of itself give rise to such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance failure or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedright.

Notification of Certain Matters. The Company and Parent shall as promptly as practicable notify each other of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate relates to the Merger or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall promptly notify each other give prompt written notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 could be material to the Company, the Surviving Corporation or ParentTransactions, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving against or otherwise affecting involving such party or any of its Subsidiaries or Affiliates which relate to the Merger or the other transactions contemplated hereby or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality to be untrue or (B) that is not so qualified to be untrue in any material respect or, in the case of the Company, would cause any of the conditions information provided in the Company Disclosure Schedules to not be true and correct as of the Merger set forth time such information was provided in Article VI not being light of such discovery or occurrence or non-occurrence, and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (ix) cure any breach of, of any representation of warranty of the party giving such notice or any non-compliance withby the party giving such notice with any covenant, any agreement or other provision of contained in this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure in respect of a condition to the Merger set forth in Article VI except to the extent that the underlying fact such breach or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiednon-compliance.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, 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 Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby or hereby, (ciii) 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 cause or result result, or would reasonably be expected to cause or result, in any of the conditions to the Offer or the Merger set forth in Annex A or Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger set forth in Annex A or Article VI VII 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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, (bii) any Action 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 or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the 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 could would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (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 relate relates to the Merger or the other transactions contemplated hereby hereby, or (c) 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 Agreement to be untrue or inaccurate to an extent such that the discovery of any fact condition set forth in Sections 6.2(a) or circumstance that6.3(a), or the occurrence or non-occurrence of any event the occurrence or non-occurrence of whichas applicable, would cause not be satisfied if the Closing were to then occur 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 by such party hereunder; provided, that no such notification, nor any failure to make such notification, shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach obligations of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedhereunder.

Notification of Certain Matters. The Company Evergreen Parent and Parent EZ shall promptly notify each other of (a) any give ------------------------------- prompt 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 could be material to the Companyother, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event Event the occurrence or non-occurrence of which, which would be likely to cause (i) any representation or result warranty made by it or any of its Subsidiaries contained in this Agreement to be untrue or inaccurate in any respect such that one or more of the conditions of Closing might not be satisfied, or (ii) any covenant, condition or agreement made by it or any of its Subsidiaries contained in this Agreement not to be complied with or satisfied, or (iii) any change to be made in the Merger set forth Evergreen Disclosure Schedule or the EZ Disclosure Schedule, as the case may be, in Article VI any respect such that one or more of the conditions of Closing might not being be satisfied, and any failure made by it to comply with or satisfy, or be able to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder in any respect such that one or satisfaction more of those the conditions being materially delayed in violation of any provision of this AgreementClosing might not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall use reasonable best efforts to give prompt notice to Purchaser, and Parent Purchaser shall promptly notify each other of use reasonable best efforts to give prompt notice to Company, to the extent that either party (a) receives, to the Knowledge of Company, in case of notices or communications received by Company or, to the Knowledge of Purchaser, in the case of notices or communications received by Purchaser, any notice or other communication received by such party from any Governmental Entity in connection with the Merger or and the other transactions contemplated hereby or from any Person alleging that the consent Consent of such Person is or may be required in connection with the Merger or and the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such party to obtain such Consent would reasonably be material expected to have, individually or in the Companyaggregate, the Surviving Corporation a Material Adverse Effect on Company or Parenta Material Adverse Effect on Purchaser, (b) acquires actual knowledge of any Action matter (including a breach of any representation, warranty, covenant or agreement contained in this Agreement) that would reasonably be expected to lead to the failure to satisfy any of the conditions to Closing in Article VI and (c) acquires actual knowledge of any action, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries Subsidiaries, in each case which relate relates to the Merger Merger, the Financing or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereby; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further. Section 5.7(b) (to the extent Section 5.7(b) relates to any breach of a representation or warranty of Company or Purchaser, that failure to give prompt notice pursuant to clause (cas applicable) and Section 5.7(c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact covenant or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account agreement for purposes of determining whether the condition referred to in Section 6.2(b) and 6.3(b) shall have been satisfied).

Notification of Certain Matters. The Company and Parent shall promptly notify each other of use its reasonable best efforts to give prompt written notice to the Company, and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (a) any notice representation or other communication received warranty made by such party from in this Agreement that is inaccurate in any Governmental Entity material respect as of the date of this Agreement (or any representation or warranty made by such party in connection with this Agreement that is qualified by materiality or refers to Material Adverse Effect that is inaccurate in any respect as of the Merger or the other transactions contemplated hereby or from any Person alleging that the consent date 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 could be material to the Companythis Agreement), the Surviving Corporation occurrence or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery non-occurrence of any fact or circumstance that, event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the occurrence condition precedent in Section 6.3(a) not to be satisfied; or non-occurrence of which, would cause or result (b) any failure in any material respect of the conditions such party to the Merger set forth comply in Article VI not being a timely manner with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available under this Agreement to the party receiving such notice; and provided further, further that failure no party shall have the right not to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to close the Merger set forth in Article VI except or the right to terminate this Agreement as a result of the extent that delivery of such a notice if the underlying fact or circumstance breach would not so notified would standing alone constitute result in such a failure. The parties agree party having such rights under the terms of Articles 6 and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied7 hereof.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any written 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 (b) any other written notice or written communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) 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 the Bank which relate to the Merger or the other transactions contemplated hereby or (cd) the discovery 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 Agreement (disregarding any fact materiality qualification contained therein) to be untrue or circumstance that, inaccurate in any material respect or the occurrence (ii) that results or non-occurrence of any event the occurrence or non-occurrence of which, would cause or reasonably be expected to result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI not being VI) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant representations, warranties, covenants, rights or remedies, or the conditions to this Section 5.10 shall not (i) cure any breach the obligations of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedhereunder.

Notification of Certain Matters. The Prior to the Effective Time, the Parent (on behalf of itself and the Transitory Subsidiary) shall give prompt notice to the Company, and the Company and Parent shall promptly notify each other of give prompt notice to the Parent, of: (a) any material notice or other material 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 could be hereby under any material to the Company, the Surviving Corporation contract or Parentpermit, (b) any Action suit, action, proceeding, arbitration or investigation commenced or, to such party’s knowledgeknowledge (which, in the case of the Company, shall have the same meaning as Company’s Knowledge), threatened against, relating to or involving or otherwise affecting in writing against such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (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 is reasonably likely to cause or result in any of the conditions to the other party’s obligation to consummate the Merger set forth in Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.7 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the any remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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 hereto agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s compliance or failure of compliance to comply with this Section 5.10 6.7 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.3(b) shall have has been satisfied.

Notification of Certain Matters. The Company Each of Qwest and Parent U S WEST shall promptly notify each give prompt notice to the other of the following: (a) the occurrence or nonoccurrence of any notice event whose occurrence or other communication received by nonoccurrence would be likely to cause either (i) any representation or warranty contained in this Agreement to be untrue, inaccurate or incomplete in any material respect at any time from the date hereof to the Effective Time, in which case such party from any Governmental Entity in connection with the Merger or Party shall promptly update and deliver to the other transactions contemplated hereby Party any Schedules hereto which require an update to remain true, accurate and complete, or from (ii) directly or indirectly, any Person alleging that the consent of Material Adverse Effect on 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 could be material to the Company, the Surviving Corporation or Parent, Party; (b) any Action commenced ormaterial failure of such Party, or any officer, director, employee or agent of any thereof, to such party’s knowledgecomply with or satisfy any covenant, threatened against, relating condition or agreement to be complied with or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or satisfied by it hereunder; (c) any facts relating to such Party which would make it necessary or advisable to amend the discovery of any fact or circumstance that, Joint Proxy Statement or the occurrence Registration Statement in order to make the statements therein not misleading or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementcomply with applicable law; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.04 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party Party receiving such notice; provided furtherand (d) its becoming aware of any facts, event or other information which reveals or indicates that failure to give prompt notice pursuant to clause (c) shall not constitute a failure the consummation of a condition to the Merger set forth would or may result in Article VI except to any illegality, forfeiture or loss on the extent that the underlying fact part of either U S WEST or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge thatany of its Subsidiaries, except with respect to clause (c) or Qwest or any of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedits Subsidiaries.

Notification of Certain Matters. The Company Galaxy shall give prompt notice to Mars, and Parent Mars shall promptly notify each other give prompt notice to Galaxy, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger Mergers or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger Mergers 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 CompanyGalaxy, the Surviving Corporation Corporations, or ParentMars (or, following the Effective Time, Holdco); (bii) any Action 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 Mergers or the other transactions contemplated hereby or hereby; (ciii) 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 cause or result in any of the conditions to the Merger Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Subject to applicable Law, the Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause, in the case of the Company, any condition set forth in Section 6.2 not to be satisfied, or in the case of Parent, any condition set for the in Section 6.3 not to be satisfied, at any time from the date of this Agreement to the Effective Time; (b) any notice or other communication received by such party from any Governmental Entity Authority in connection with this Agreement, the Merger or the other transactions contemplated hereby 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 hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, by this Agreement and (bc) any Action claims, investigations or Proceedings commenced or, to such party’s knowledgeKnowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which that relate to this Agreement, the Merger or the other transactions contemplated hereby by this Agreement. Notwithstanding anything in this Agreement to the contrary, no such notification shall affect the representations, warranties, covenants or (c) agreements of the discovery of any fact parties or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) obligations of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedparties hereunder.

Notification of Certain Matters. The Company and Parent shall promptly notify each give prompt notice to the other Party of (a) any written 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 other Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyMerger, if the subject matter of such communication could or the failure to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, Parent and (b) any Action Proceeding commenced or, to such party’s knowledgethe knowledge of the Company or Parent, respectively, is threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate relates to the Merger or the other transactions contemplated hereby or (in each case of sub-clauses (a) and (b) other than with respect to Antitrust Laws, which are the subject of Section 6.4) and (c) the discovery upon becoming aware of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, which such Party has determined would or would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure any breach ofaffect the representations, warranties, covenants or non-compliance with, any other provision agreements of the Parties or the conditions to the obligations of the Parties under this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiednotification.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby hereby, or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.9 shall not (i) cure any breach of, or non-compliance noncompliance with, any other provision of this Agreement Agreement, or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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 would, standing alone alone, constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s compliance or failure of compliance with this Section 5.10 5.9 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall promptly notify each other of use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Entity Authority 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 herebyTransactions, if the subject matter of such communication could would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, ; (b) any Action commenced orinvestigation or legal, administrative, arbitral or other proceeding relating to the Transactions, to such party’s knowledgeKnowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Subsidiaries; (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 cause or result would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement: (i) that is qualified as to materiality or Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (inor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach of, or non-compliance with, with any other provision of this Agreement Agreement; or (iiC) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt deliver any notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.7 shall not be taken into account for purposes of considered in determining whether the condition referred to set forth in Section 6.2(b) or Section 6.3(b) shall have has been satisfiedsatisfied or the related termination right in Article 7 is available.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any use its reasonable best efforts to give prompt 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 could be material to the Company, and the Surviving Corporation or Company shall use its reasonable best efforts to give prompt notice to Parent, of: (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 relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which, which it has Knowledge and which would be reasonably likely to cause (x) any representation or result warranty of the notifying party contained in this Agreement to be untrue or inaccurate in any material respect or (y) any covenant, condition or agreement of the conditions notifying party contained in this Agreement not to be complied with or satisfied in all material respects, (ii) any material failure of the Merger set forth notifying party to comply in Article VI not being a timely manner with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder or satisfaction of those conditions being materially delayed (iii) any change, event or effect which would, individually or in violation of any provision of this Agreementthe aggregate, have a Material Adverse Effect on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided and provided, further, that a failure to give prompt notice pursuant to clause (c) comply with this Section 5.12 shall not constitute a cause the failure of a any condition to the Merger set forth in Article VI except to the extent that be satisfied unless the underlying fact untruth, inaccuracy, noncompliance, failure or circumstance not so notified Material Adverse Effect would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of independently result in the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not a condition set forth in Article VI to be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger Mergers 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 Mergers or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation Company or Parent, (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 relate to the Merger Mergers or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt written notice to Parent and Parent shall promptly notify each other give prompt written notice to the Company, of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event known to such Party, the occurrence or non-occurrence of whichwhich has resulted in, or is reasonably likely to result in, any representation or warranty set forth in this Agreement made by such Party to be untrue or inaccurate (taking into account any materiality qualification, to the extent applicable) which would cause the failure of either of the conditions set forth in Sections 7.2(a) or result 7.3(a) to be satisfied, (b) any failure by such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder which would cause the failure of either of the conditions set forth in Sections 7.2(a) or 7.3(a) to be satisfied, or (c) any action, suit, proceeding, inquiry or investigation pending or, to the Knowledge of such Party, threatened which questions or challenges or relates to this Agreement or the consummation of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementTransactions; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party Party receiving such notice; provided further, notice and that failure to give prompt notice pursuant to clause (c) no such notification shall not constitute a failure modify the representations or warranties of a condition any Party or the conditions 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, except with respect to clause (c) obligations of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedany Party hereunder.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) 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 person alleging that the consent of such Person 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 Action 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 that relate to the Merger or the other transactions contemplated hereby or 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, would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (B) that is not so qualified to be untrue in any material respect, or would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementAgreement and (d) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall promptly (and in any event within two (2) Business Days) notify Parent, and Parent shall promptly (and in any event within two (2) Business Days) notify each other the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with this Agreement, the Merger or the other transactions contemplated hereby hereby, or from any Person person alleging that the consent of such Person 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 Action 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 subsidiaries which relate to this Agreement, the Merger or the other transactions contemplated hereby or and (c) the discovery by such party of any fact fact, circumstance or circumstance thatevent, or the occurrence or non-occurrence of any event the occurrence which could reasonably be expected, individually or non-occurrence of whichtaken together with all other existing facts, would events and circumstances known to such party, to cause or result in any of the conditions of the obligations of such party to consummate the Merger set forth in Article VI not being to be satisfied or the satisfaction of those conditions being which to be materially delayed in violation of any provision of this Agreement; provided, however, that the delayed. The delivery of any notice pursuant to this Section 5.10 6.7 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure or the representations or warranties or covenants of a condition the parties or the conditions 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, except with respect to clause (c) obligations of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedparties hereunder.

Notification of Certain Matters. The From and after the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party or their respective Non-Profit VOAs or Non-Profit VCAs 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 could be material to the Company, the Surviving Corporation Company or Parent, (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 relate relates to the Merger or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and Parent shall promptly notify each other of (a) any give prompt 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 could be material to the Company, the Surviving Corporation or Parent, of (bi) 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 Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-nonoccurrence of which is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be materially untrue or inaccurate, (ii) any failure of the Company or Parent, as the case may be, materially to comply with or satisfy, or the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which is reasonably likely to cause the failure by such party materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties, or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii); or (iv) the occurrence of which, any other event which would be reasonably likely (A) to have a Material Adverse Effect on the Company or (B) to cause or result in any of the conditions to the Merger condition set forth in Article VI not being satisfied or satisfaction Annex A hereto to be unsatisfied in ------- any material respect at any time prior to the consummation of those conditions being materially delayed in violation of any provision of this Agreementthe Offer; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 -------- ------- shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company During the Pre-Closing Period, each of the Company, on the one hand, and Parent Meerkat, on the other hand, shall promptly notify each the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Contemplated Transactions; (b) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party Party or any of its Subsidiaries which relate is commenced, or, to the Merger Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or the other transactions contemplated hereby or Key Employee of such Party; (c) the discovery such Party becomes aware of any fact inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement; or (d) the occurrence failure of such Party to comply with any covenant or non-occurrence obligation of any event such Party; in each case that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Sections 6, 7 and 8, as applicable, impossible or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice less likely. No notification given to a Party pursuant to this Section 5.10 4.5 shall not (i) cure change, limit or otherwise affect any breach ofof the representations, warranties, covenants or non-compliance with, obligations of the Party providing such notification or any other provision of such Party’s Subsidiaries contained in this Agreement or (ii) limit the remedies available to Company Disclosure Schedule or the party receiving such notice; provided furtherMeerkat Disclosure Schedule, that failure to give prompt notice pursuant to clause (c) 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 thatas appropriate, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied8.2 or Section 7.1, as appropriate.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any use its reasonable best efforts to give prompt 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 could be material to the Company, and the Surviving Corporation or Company shall use its reasonable best efforts to give prompt notice to Parent, of (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 relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which, which it is aware and which would be reasonably likely to cause (x) any representation or result in any warranty of the conditions notifying party contained in this Agreement to be untrue or inaccurate at the Merger Effective Time such that the applicable condition to closing set forth in Article VI not being would, or would reasonably be expected to, fail to be satisfied or satisfaction (y) any covenant, condition or agreement of those conditions being materially delayed the notifying party contained in violation this Agreement not to be complied with or satisfied such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied, (ii) any failure of the notifying party to comply in a timely manner with or satisfy any provision of this Agreementcovenant, condition or agreement to be complied with or satisfied by it hereunder or (iii) any change, event or effect which would be reasonably likely to, individually or in the aggregate, have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company Liberty and Parent SplitCo shall promptly notify each other give prompt notice to SiriusXM, and SiriusXM shall give prompt notice to Liberty and SplitCo, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, if the subject matter of such communication could or the failure of such party to obtain such consent would reasonably be expected to be material to Liberty (solely with respect to the CompanySplitCo Business, SplitCo and SplitCo’s Subsidiaries, the Surviving Corporation Liberty Owned SiriusXM Shares or Parentthe Transactions), SplitCo, or SiriusXM, (bii) any Action Actions commenced or, to such party’s knowledgeKnowledge, 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 or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in any of the conditions this Agreement to be breached, which breach would give rise to the Merger failure of a condition set forth in Article VI not being Section 7.2(a) or Section 7.3(a), and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder which failure would give rise to the failure of a condition set forth in Section 7.2(b), Section 7.2(c) or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementSection 7.3(b); provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Action Legal Proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby hereby, or (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 expected to cause or result in any of the conditions to the Merger set forth in Article VI ARTICLE VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement Agreement, (ii) be deemed to amend or supplement the Company Disclosure Schedule, or (iiiii) limit the remedies available to the party receiving such notice; provided furthernotice or the representations, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure warranties, covenants or agreements of a condition the parties, or the conditions to the Merger set forth in Article VI except to obligations of the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failureparties hereto. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s compliance or failure of compliance with this Section 5.10 6.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.2(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of use its reasonable best efforts to give prompt written notice to the Company, and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (a) any notice representation or other communication received warranty made by such party from in this Agreement that is inaccurate in any Governmental Entity material respect as of the date of this Agreement (or any representation or warranty made by such party in connection with this Agreement that is qualified by materiality or refers to Company Material Adverse Effect or Parent Material Adverse Effect, as the Merger or case may be, that is inaccurate in any respect as of the other transactions contemplated hereby or from any Person alleging that the consent date 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 could be material to the Companythis Agreement), the Surviving Corporation occurrence or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery non-occurrence of any fact or circumstance that, event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the occurrence condition precedent in Section 6.3(a) not to be satisfied; or non-occurrence of which, would cause or result (b) any failure in any material respect of the conditions such party to the Merger set forth comply in Article VI not being a timely manner with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available under this Agreement to the party receiving such notice; and provided further, further that failure no party shall have the right not to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to close the Merger set forth in Article VI except or the right to terminate this Agreement as a result of the extent that delivery of such a notice if the underlying fact or circumstance breach would not so notified would standing alone constitute result in such a failure. The parties agree party having such rights under the terms of Articles VI and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedVII hereof.

Notification of Certain Matters. The During the Interim Period, the Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party 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 herebyMerger, if the subject matter of such communication could or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (b) any Action facts or circumstances, or the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any Party hereto to effect the Merger or any of the transactions contemplated by this Agreement not to be satisfied, and (c) any actions, suits, claims or proceedings commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereby; provided, however, provided that neither the delivery of any notice pursuant to this Section 5.10 6.6 nor the access to any information pursuant to Section 6.7 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the rights or remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company (which, notwithstanding Section 8.9, may be delivered in the form of oral notice), of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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 Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or 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, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.8 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided provided, further, that a failure to give prompt notice pursuant to clause (c) comply with this Section 5.8 shall not constitute a breach of this Agreement or the failure of a any condition to the Merger set forth in Article VI except to the extent that be satisfied unless the underlying fact or fact, circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure would independently result in the failure of compliance with this Section 5.10 shall not a condition set forth in Article VI to be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Each of the Company and Parent shall give written notice to the other promptly notify each other of (and in any event no more than two (2) Business Days) after becoming aware of: (a) 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 could be material to the Company, the Surviving Corporation or Parent, ; (b) any Action notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby; (c) any Actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeits Knowledge, threatened against, relating to or involving or otherwise affecting such party or and any of its Subsidiaries which Subsidiaries, that relate to the Merger or consummation of the other transactions contemplated hereby or hereby; (cd) the discovery any inaccuracy of any fact representation or circumstance that, or warranty of that party contained in this Agreement at any time during the occurrence or non-occurrence of any event term hereof that could reasonably be expected to cause the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger condition set forth in this Article VI IX, as applicable, not being to be satisfied; and (e) any material failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 9.2 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such that notice; provided provided, further, that failure to give prompt deliver any notice pursuant to clause (c) this Section 9.2 shall not constitute result in a failure of a any condition to the Merger set forth in Article VI except to the extent that the underlying fact X, or circumstance not so notified would standing alone constitute such a failure. The parties agree result in any claim under Section 12.2(b) and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied12.3(b).

Notification of Certain Matters. The Company During the Pre-Closing Period, each of the Company, on the one hand, and Parent Parent, on the other hand, shall promptly notify each the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is 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 any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parentby this Agreement, (b) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to against or involving or otherwise affecting such party or any of its Subsidiaries which relate is commenced, or, to the Merger knowledge of such party, threatened against such party or, to the knowledge of such party, any director, officer or the other transactions contemplated hereby Key Employee of such party, (d) such party becomes aware of any inaccuracy in any representation or warranty made by such party in this Agreement or (ce) the discovery failure of such party to comply with any fact covenant or circumstance that, or obligation of such party; in each case that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied ARTICLE VII, as applicable, impossible or satisfaction materially less likely. No such notice shall be deemed to supplement or amend the Company Disclosure Letter or the Parent Disclosure Letter for the purpose of those conditions being materially delayed in violation (x) determining the accuracy of any provision of the representations and warranties made by the Company or the Parent, as applicable, in this Agreement; provided, however, that the delivery of Agreement or (y) determining whether any condition set forth in ARTICLE VII has been satisfied. Any failure by either party to provide notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 6.5 shall not be taken into account deemed to be a breach for purposes of determining whether the condition referred Section 7.2(b) or Section 7.3(b), as applicable, unless such failure to in Section 6.3(b) shall have been satisfiedprovide such notice was knowing and intentional.

Notification of Certain Matters. The Company and Parent During the Pre-Closing Period, each Party shall promptly notify each the other Party of (a) 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 by this Agreement; (b) any notice from any Person alleging that the consent 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 could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party by this Agreement or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Ancillary Agreements; (c) any Legal Proceeding commenced or threatened against such Party in connection with the discovery transactions contemplated by this Agreement or any of any fact or circumstance that, or the occurrence or non-Ancillary Agreements; (d) the occurrence of any event that would reasonably be expected to cause any representation or warranty of such Party contained in this Agreement to be untrue or inaccurate at or prior to the occurrence Closing; or non-occurrence (e) any failure of which, would cause or result in such Party to comply with any of the conditions to the Merger set forth in Article VI not being satisfied its covenants or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementagreements hereunder; provided, however, that the delivery of any notice by such Party and the information or knowledge obtained by the other Party pursuant to this Section 5.10 6.4 shall not (i) cure affect or be deemed to affect or modify any breach ofrepresentation, warranty, covenant or non-compliance withagreement contained herein, the conditions to the obligations of the Parties to consummate the Closing in Article 8 or otherwise prejudice in any way the rights and remedies of the other provision of Party hereunder, including pursuant to Article 10, (ii) be deemed to affect or modify the other Party’s reliance on the representations, warranties, covenants and agreements made by such Party in this Agreement or (iiiii) limit be deemed to amend or supplement the remedies available to the party receiving Disclosure Schedules of such notice; provided furtherParty or prevent or cure any misrepresentation, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure breach of a condition to the Merger set forth in Article VI except to the extent that the underlying fact warranty or circumstance not so notified would standing alone constitute breach of covenant by such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedParty.

Notification of Certain Matters. The Company During the Pre-Closing Period, DMK on the one hand, and Parent Axxxxx on the other, shall promptly notify each the other Party (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Contemplated Transactions; (b) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party or any of its Subsidiaries which relate Party is commenced or, to the Merger Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director or officer of such Party, relating to the other transactions contemplated hereby or Contemplated Transactions; (c) the discovery such Party becomes aware of any fact material inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement; or (d) the occurrence failure of such Party to comply with any covenant or non-occurrence obligation of any event such Party; in each of the occurrence or non-occurrence above cases that could reasonably be expected to make the timely satisfaction of which, would cause or result in any of the closing conditions to the Merger set forth in Article VI Articles VI, VII or VIII, as applicable, not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice possible. No notification given pursuant to this Section 5.10 shall not (i) cure change, limit or otherwise affect any breach ofof the representations, warranties, covenants or non-compliance with, any other provision obligations of the notifying Party contained in this Agreement or (ii) limit its Disclosure Schedule for purposes of Section 7.1 or 7.2 in the remedies available to case of DMK, or Section 8.1 or 8.2 in the party receiving such noticecase of Axxxxx; and provided further, that the failure to give prompt such notice pursuant will not be treated as a breach of covenant for the purposes of Articles VI, VII or VIII, unless the failure to clause (c) shall not constitute a failure of a condition give such notice results in material prejudice 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedother party.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) Each Company Party shall give prompt notice to Parent to the extent such Company Party obtains knowledge thereof, and each Parent Party shall give prompt notice to the Company to the extent such Parent Party obtains knowledge thereof, of (i) the occurrence, or non-occurrence, of any change, event, fact or development which would reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate such that the conditions set forth in Section 8.02(a) or Section 8.03(a) would not be satisfied; and (ii) any failure of any Party, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that the conditions set forth in Section 8.02(b) or Section 8.03(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.15 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Each Company Party shall give prompt notice to Parent, and each Parent Party shall give prompt notice to the Company, of (i) any material notice or other communication received by such party from any Governmental Entity Authority in connection with writing which challenges the Merger Transactions or the other transactions contemplated hereby or in writing from any Person Material Customer or Material Supplier, alleging that the consent of such Person is or may be required in connection with the Merger or Transactions the other transactions contemplated hereby, if the subject matter failure of such communication could which to be obtained would be material to the Company, the Surviving Corporation or Parent, Company Parties and their respective Subsidiaries; and (bii) any Action commenced or, to such party’s its knowledge, threatened againstin writing, relating to or involving or otherwise affecting such party or any of its Subsidiaries against it, which relate to challenges the Merger or the other transactions contemplated hereby or Transactions. (c) Notwithstanding anything to the discovery of any fact or circumstance thatcontrary in this Agreement, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i8.02(b) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiand 8.03(b) limit the remedies available as it relates to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence obligations of this Section 5.107.15 shall be deemed satisfied unless a Company Party or a Parent Party, the Company’s compliance or failure of compliance with as applicable, has knowingly breached its obligations under this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied7.15.

Notification of Certain Matters. The Company From and Parent after the date hereof and until the Effective Time, upon receiving knowledge thereof, each party hereto shall promptly notify each the other parties hereto of (ai) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of whichwhich has resulted in, would cause or could reasonably be expected to result in in, any of the conditions condition to the Merger set forth in Article VI VIII, not being satisfied, (ii) any failure to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Merger set forth in Article VIII, not being satisfied and (iii) any representation or satisfaction of those conditions being materially delayed warranty made by such party contained in violation of this Agreement that is qualified as to materiality becoming untrue or inaccurate in any provision of this Agreementrespect or any such representation or warranty that is not so qualified as to materiality becoming untrue or inaccurate in any material respect; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.10 6.1(c) shall not (i) cure any breach of, of any representation or non-compliance with, any other provision of warranty contained in this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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 Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or 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, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.8 shall not (iA) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiB) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company HSE General Partner shall give prompt notice to Holdings, and Parent Holdings shall promptly notify each other give prompt notice to HSE General Partner, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the CompanyHSE General Partner, the Surviving Corporation Company or ParentHoldings, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement to be untrue, and (iv) any failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.5 shall not (inor shall any information provided pursuant to Section 5.4) (x) be considered in determining whether any representation or warranty is true for purposes of Article VI or Article VII, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Authority 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 CompanyParent, the Surviving Corporation Company or ParentCSN Holdings, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or hereby, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent Until the Closing, each party hereto shall promptly notify each the other parties hereto in writing of (a) 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 could be material to the Company, the Surviving Corporation or Parentby this Agreement, (b) any Action commenced notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement (to the extent notification thereof to the other parties hereto is permitted by such Governmental Body), (c) any Proceeding pending or, to such partythe Knowledge of the Company or to Purchaser’s actual knowledge, respectively, threatened against, relating to or involving or otherwise affecting such against a party or any of its Subsidiaries which relate to the Merger or parties alleging claims arising from the other transactions contemplated hereby or by this Agreement and (cd) the discovery of any fact or circumstance thatmaterial fact, change, condition, circumstance, or the occurrence or non-occurrence nonoccurrence of any event the occurrence of which it is aware and relating to such party that will or non-occurrence of which, would cause or is reasonably likely to result in any of the conditions to the Merger set forth in Article VI not to the other party(ies) obligations to close becoming incapable of being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementsatisfied; provided, howeverthat (i) the foregoing shall not require the Company to provide access to or to disclose information where such access or disclosure would result in the waiver of any legal privilege or work-product protection (provided that such information shall be provided if such information can, without unreasonable burden and on advice of outside legal counsel, be redacted in a manner that would not reasonably be expected to, on advice of outside legal counsel, result in the waiver of any such privilege or protection) and (ii) the delivery of any notice pursuant to this Section 5.10 5.7 shall not (i) cure any breach limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice, or the representations or warranties of, or non-compliance with, any other provision of this Agreement the conditions or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10obligations of, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedparties hereto.

Notification of Certain Matters. The Company and the Seller shall give prompt written notice to Parent, and Parent shall promptly notify each other give prompt written notice to the Seller, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 could be material to the Company, the Surviving Corporation or ParentTransactions, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving against or otherwise affecting involving such party or any of its Subsidiaries or Affiliates which relate to the Merger or the other transactions contemplated hereby or Transactions, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality to be untrue or (B) that is not so qualified to be untrue in any material respect or, in the case of the Company would cause any of the conditions information provided in the Company Disclosure Schedules to not be true and correct as of the Merger set forth time such information was provided in Article VI not being light of such discovery or occurrence or non-occurrence, and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.6 shall not (ix) cure any breach of, of any representation of warranty of the party giving such notice or any non-compliance withby the party giving such notice with any covenant, any agreement or other provision of contained in this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure in respect of a condition to the Merger set forth in Article VI except to the extent that the underlying fact such breach or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiednon-compliance.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party 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 herebyherein, if the subject matter of such communication could or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (b) any Action Actions commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby hereby, or (c) the discovery of any fact fact, event or circumstance that, that occurs or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or exists that is reasonably likely to result in any of the conditions to the Merger set forth in Article VI ARTICLE VIII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementable to be satisfied; provided, however, provided that the delivery of any notice pursuant to this Section 5.10 7.3 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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 Parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s ’s, on the one hand, and Parent’s, on the other hand, compliance or failure of compliance with this Section 5.10 7.3 shall not be taken into account for purposes of determining whether the condition conditions referred to in Section 6.3(b) 8.1 or Annex I shall have been satisfiedsatisfied with respect to performance in all material respects with this Section 7.3.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) From the date hereof through the Closing Date or the earlier termination of this Agreement in accordance with Article 7 hereof, each Party (other than the Stockholder Representative) shall promptly, but in any event no less than one Business Day following any such event, notify the other Parties in writing of: (i) the discovery of any event, condition, fact, or circumstance that occurs from the date of the Agreement to the Closing Date that causes or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect; (ii) any breach of any covenant or obligation of such Party under this Agreement; (iii) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 7 impossible or unlikely; and (iv) (A) 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 Consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if and (B) to the subject matter Knowledge of such communication could be material to the CompanyParty, the Surviving Corporation or Parent, (b) any Action commenced oror material claim threatened, commenced, or asserted against or with respect to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to the Merger Affiliates or the other transactions contemplated hereby hereby. (b) The Company will promptly notify Parent upon the Company receiving Knowledge of (i) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Entity, or (ii) the institution or the written threat of litigation involving the Company, and will keep Parent fully informed of such events. (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice No notification given pursuant to this Section 5.10 6.4 shall not (i) cure limit or otherwise affect any breach ofof the representations, warranties, covenants, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) obligations of the first sentence of Parties contained in this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedAgreement.

Notification of Certain Matters. The Company From the date hereof until the earlier to occur of the Closing Date and Parent the termination of this Agreement pursuant to Article XI, Cobia and Swordfish shall promptly notify each other of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (b) any Action or investigation commenced or, to such party’s knowledgethe Knowledge of Cobia or to the Knowledge of Swordfish, as applicable, threatened against, relating to or involving or otherwise affecting such party a Party which relates to this Agreement or any of its Subsidiaries which relate the Ancillary Agreements or the transactions contemplated hereunder or thereunder or (b) to the Merger Knowledge of Cobia or to the other transactions contemplated hereby Knowledge of Swordfish, any change, condition or event that (i) renders or would reasonably be expected to render any representation or warranty of such Party set forth in this Agreement to be untrue or inaccurate to an extent such that the condition set forth in Sections 10.2(a) or 10.3(a), as applicable, would not be satisfied if the Closing were to then occur or (cii) the discovery of any fact results or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or 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 to be completed with or stratified by such Party; provided that no such notification, nor any failure to make such notification, shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach obligations of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedParties.

Notification of Certain Matters. The Company shall give prompt notice to Acquiror, and Parent Acquiror shall promptly notify each other give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event which could be reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (b) any failure of the Company or Acquiror, as the case may be, to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder, (c) 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 person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Transactions and (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 relate to the Merger or the other transactions contemplated hereby or (cd) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, development or circumstance which is known (or knowable following a reasonable investigation) to the occurrence Company or non-occurrence of whichAcquiror, as the case may be, which has had or would cause or be reasonably likely to result in any a Company Material Table of the conditions to the Merger set forth in Article VI not being satisfied Contents Adverse Effect or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementan Acquiror Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.6 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party giving or receiving such notice; and provided further, further that the failure to give prompt such notice shall not be a breach of covenant for the purposes of Section 7.2(b) or 7.3(b) or affect the rights and remedies of the party obligated to give any notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, 6.6 unless the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether to give such notice results in material prejudice to the condition referred to in Section 6.3(b) shall have been satisfiedother party.

Notification of Certain Matters. The Company and Parent Each party shall promptly notify each give prompt notice to the other parties hereto of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any failure in any material respect 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) 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 could be material to the Company, the Surviving Corporation or Parentby this Agreement, (biv) any Action notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (v) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, its Knowledge threatened against, relating to or involving or otherwise affecting such party the Company or any of its Subsidiaries which that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 or that relate to the Merger or consummation of the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; and provided further, however, that failure to give prompt notice no disclosure by the Company pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.108.05 shall be deemed to amend or supplement any Schedule hereto or prevent or cure any misrepresentations, the Company’s compliance breach of warranty or failure breach of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedcovenant.

Notification of Certain Matters. The Company shall give prompt notice to the Buyer and Parent the Buyer shall promptly notify each other give prompt notice to the Company, of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event known to such Party, the occurrence or non-occurrence of whichwhich has resulted in, would cause or is reasonably likely to result in, any representation or warranty set forth in this Agreement made by such Party that is qualified as to materiality to be untrue or inaccurate, or any such representation and warranty that is not so qualified to be untrue or inaccurate in any material respect; (b) any material failure by such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (c) any action, suit, proceeding, inquiry or investigation pending or, to the knowledge of such Party, threatened which questions or challenges this Agreement or the consummation of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementtransactions contemplated hereby; provided, however, PROVIDED that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party Party receiving such notice; provided furthernotice and that no such notification shall modify the representations or warranties of any Party or the conditions to the obligations of any Party hereunder. Each of the Company, that failure to the Buyer and the Transitory Subsidiary shall give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent other Parties of any notice or other communication from any third party alleging that the underlying fact consent of such third party is or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except may be required in connection with respect to clause (c) of the first sentence of transactions contemplated by this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedAgreement.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, 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 Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby or hereby, (ciii) 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 cause or result result, or would reasonably be expected to cause or result, in any of the conditions to the Offer or the Merger set forth in Annex A or Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger set forth in Annex A or Article VI VII 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party 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 herebyherein, if the subject matter of such communication could or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (b) any Action Actions commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (c) to such Party’s Knowledge, any representation or warranty made by such Party contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the discovery applicable closing conditions would be incapable of being satisfied by the End Date or (d) to such Party’s Knowledge, any fact failure to comply with or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that it would be reasonable to expect that the applicable closing conditions would be incapable of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby the End Date; provided, however, provided that the delivery of any notice pursuant to this Section 5.10 6.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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 Parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s ’s, on the one hand, and Parent’s, on the other hand, compliance or failure of compliance with this Section 5.10 6.6 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.2(b) or Section 7.3(b), respectively, shall have been satisfiedsatisfied with respect to performance in all material respects with this Section 6.6.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the 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 (b) any other notice or communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) 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 Merger or the other transactions contemplated hereby or (cd) 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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (cd) of this Section 5.7 shall not constitute be treated as a failure breach of a condition to covenant for the Merger set forth in Article VI purposes of Section 6.2(b) or Section 6.3(b) hereof, 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedbreach.

Notification of Certain Matters. The Company US LEC shall give prompt notice to PAETEC and Parent PAETEC shall promptly notify each give prompt notice to US LEC, as the case may be, of the occurrence, or failure to occur, with respect to the other party, of any event, which occurrence or failure to occur would reasonably be expected to cause (a) (i) any notice representation or other communication received by such party from any Governmental Entity in connection with the Merger or warranty of the other transactions contemplated hereby party contained in this Agreement that is qualified as to “materiality” or from “Material Adverse Effect” to be untrue or inaccurate in any Person alleging that the consent respect or (ii) any other representation or warranty of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyparty contained in this Agreement that is not qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any material respect, if in each case at any time from and after the subject matter date of such communication could be material to this Agreement until the CompanyEffective Time, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any material failure of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby party to comply with or (c) satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, US LEC shall give prompt notice to PAETEC and PAETEC shall give prompt notice to US LEC, as the discovery case may be, of any fact change or circumstance thatevent having, or which would reasonably be expected to have, a Material Adverse Effect on the occurrence party receiving such notice and its Subsidiaries, taken as a whole, or non-occurrence of any event the occurrence or non-occurrence of which, which would cause or reasonably be expected to result in the failure by the other party to satisfy any of the conditions to the Merger set forth in Article VI not being to be satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedby such other party. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 5.10 5.13 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party providing or receiving such notice; provided furthernotice or the conditions to either party’s obligation to consummate the PAETEC Merger or the US LEC Merger, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedas applicable.

Notification of Certain Matters. The At all times prior to the Effective Time or the termination of this Agreement pursuant to Article IX, the Company shall give prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall promptly notify each other give prompt notice to the Company, of (ai) the occurrence or nonoccurrence, to the extent known by such party, of any event the occurrence or nonoccurrence of 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 Effective Time, (ii) to the extent known by such party, any material failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) , to the extent known by such party, 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 third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication could be material or (iv) to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to extent known by such party’s knowledge, threatened against, relating any facts or circumstances that arise that could reasonably be expected to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementa Material Adverse Effect on such party; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure any such breach of, or non-compliance withor limit or otherwise affect the rights, any other provision of this Agreement obligations or (ii) limit the remedies available hereunder to the party receiving such notice; provided and provided, further, however, that the failure of any party hereto to give prompt notice pursuant to clause (c) so inform the other parties shall not constitute a failure waiver by such party of a any breach of any such representation or warranty or such covenant, condition or agreement or be prejudicial to the Merger set forth in exercise of such party’s right to terminate this Agreement pursuant to 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedIX.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party 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 herebyherein, 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 Action actions, suits, claims, investigations or proceedings commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby hereby; or (c) the discovery any change, condition or event (i) that to such Party’s knowledge renders or could reasonably be expected to render any representation or warranty of such Party set forth in this Agreement to be untrue or inaccurate in any fact or circumstance thatmaterial respect, or the occurrence (ii) that results or non-occurrence of any event the occurrence or non-occurrence of which, would cause or could reasonably be expected to result in any failure of the conditions such Party to the Merger comply with or satisfy any covenant or agreement, in each case, that would reasonably be expected to result in any condition set forth in Article VI Section 7.2(a) or Section 7.2(b), with respect to the Company, or Section 7.3(a) or Section 7.3(b), with respect to Parent and Merger Sub, not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, provided that the delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of such party obtaining actual knowledge of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the any other transactions contemplated hereby or from any Person alleging that the consent of such Person Governmental Entity or such Person, as applicable, is or may be required in connection with the Merger or the other transactions contemplated hereby, if (b) any other written notice, written communication or material oral communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) 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 relates to the Merger or the other transactions contemplated hereby or (cd) the discovery of any fact change, condition or circumstance that, event that results or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or 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 of the conditions to the Merger Offer Conditions or any condition set forth in Article VI not being VII) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant representations, warranties, covenants, rights or remedies, or the conditions to this Section 5.10 shall not (i) cure any breach the obligations of, or non-compliance withthe parties hereunder, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; and provided further, that any failure to give prompt notice pursuant to clause (c) in accordance with the foregoing shall not be deemed to constitute a failure of a any Offer Condition or any condition to the Merger set forth in Article VI except VII to be satisfied, or otherwise constitute a breach of this Agreement by the extent that party failing to give such notice, in each case, unless the underlying fact breach would independently result in a failure of any Offer Condition or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) any of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not conditions set forth in Article VII to be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent and Parent shall promptly notify each other give prompt written notice to the Company, of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event known to such Party, the occurrence or non-occurrence of whichwhich has resulted in, would cause or is reasonably likely to result in, any representation or warranty set forth in this Agreement made by such Party to be untrue or inaccurate (taking into account any materiality qualification, to the extent applicable); (b) any material failure by such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (c) any action, suit, proceeding, inquiry or investigation pending or, to the Knowledge of such Party, threatened which questions or challenges or relates to this Agreement or the consummation of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementtransactions contemplated hereby; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party Party receiving such notice; provided furthernotice and that no such notification shall modify the representations or warranties of any Party or the conditions to the obligations of any Party hereunder. Each of the Company, that failure to Parent and Subco shall give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent other Parties of any written notice from any third party alleging that the underlying fact consent of such third party is or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except may be required in connection with respect to clause (c) of the first sentence of transactions contemplated by this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedAgreement.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any written notice or other communication received by such party from any Governmental Entity or Regulatory Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent reasonably could result in any of the conditions set forth in ARTICLE VI or Annex A not being able to be material satisfied prior to the Company, the Surviving Corporation or ParentWalk-Away Date, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of such party’s knowledge, threatened in writing 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 or Transactions, (c) the discovery discovery, with actual knowledge of any executive officer of the Company, of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty of the Company contained in this Agreement to be untrue in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementmaterial respect; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (iA) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiB) limit the remedies available to the party receiving such notice; provided and provided, further, that failure to give prompt the delivery of notice pursuant to clause (c) 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, solely be for informational purposes except with respect to clause (c) any willful and material breaches by the Company of such representation or warranty or if the first sentence breach of this Section 5.10, representation or warranty would reasonably be expected to result in a Material Adverse Effect on the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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 Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge'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 or 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, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.8 shall not (iA) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiB) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) 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 person alleging that the consent of such Person 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, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or hereby, (ciii) 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 cause or result in any of the conditions Conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent Each party shall promptly notify each give prompt written notice to the other of parties of: (a) the occurrence, or failure to occur, of any event which occurrence or failure would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, inclusive; (b) any 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 such party hereunder; (c) 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 could be material to the Company, the Surviving Corporation or Parent, by this Agreement; (bd) any Action notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (e) any investigations, inquiries, audits or Proceedings commenced or, to such party’s knowledgeits Knowledge, threatened against, relating to or involving or otherwise affecting such party Seller, the Business or any the Assets that, if pending on the date of its Subsidiaries which this Agreement, would have been required to have been disclosed pursuant to Section 4.07 or that relate to the Merger or consummation of the other transactions contemplated hereby by this Agreement or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Related Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.06 shall not (i) cure any breach of, limit or non-compliance with, any other provision of otherwise affect the remedies available under this Agreement or (ii) limit the remedies available any Related Agreement to the party receiving such that notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger Transactions, (b) any notice or the other transactions contemplated hereby or communication received by such party 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 herebyTransactions, if the subject matter of such communication could be material or the failure of such party to the Company, the Surviving Corporation obtain such consent would have a Company Material Adverse Effect or a Material Adverse Effect on Parent, (bc) any Action material actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or Transactions, (cd) 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 cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (e) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided provided, further, that a failure to give prompt notice pursuant to clause (c) shall comply with this Section 5.10 will not constitute a result in the failure of a any condition to the Merger set forth in Article VI except to the extent that be satisfied, unless the underlying fact or circumstance not so notified would standing alone constitute such independently cause a failure. The parties agree and acknowledge that, except with respect condition to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent Each Party shall promptly notify each give prompt written notice to the other Parties of: (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of such Party contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate; (aii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect; (iii) any failure of such Party or any of its Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the other Parties’ obligations hereunder; (iv) 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 consummation of the transactions contemplated by this Agreement or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation Ancillary Agreements; or Parent, (bv) any Action commenced action pending or, to such partythe relevant Party’s knowledge, threatened against, against any Party relating to the transactions contemplated by this Agreement or involving or otherwise affecting such party or any of its Subsidiaries which relate the Ancillary Agreements. Notwithstanding anything to the Merger or contrary contained in this Agreement, a Party’s recovery for the other transactions contemplated hereby Party’s breach of this Section 5.6 pursuant to an indemnification claim made under Section 9.1(d) or (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 cause or result in any of the conditions 9.2 shall be subject to the Merger limitations set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedSections 9.4 (b), however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedd).

Notification of Certain Matters. The Company and Parent (a) Each Party shall promptly notify each give prompt notice to the other of (a) the occurrence, or non-occurrence, of any notice event the occurrence, or other communication received non-occurrence, of which would be reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement made by such party from Party in this Agreement not to be complied with or satisfied in 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 could be material to the Company, the Surviving Corporation or Parent, respect and (b) any Action commenced orfailure of such Party to comply with or satisfy any covenant, condition or agreement to such party’s knowledge, threatened against, relating to be complied with or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (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 cause or result satisfied by it hereunder in any of the conditions material respect . Subject to the Merger set forth in Article VI not being satisfied Section 6.6(b) or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedas otherwise expressly provided herein, however, that the delivery of any notice pursuant to this Section 5.10 6.6(a) shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available to hereunder of the party Party receiving such notice; provided further. (b) Upon the occurrence after the date hereof of any event, that failure fact or circumstance which would cause any of the representations or warranties in Section 4.10 to give prompt be false, inaccurate or breached, and upon the delivery of any notice thereof to Tandy pursuant to clause Section 6.6(a), Tandy shall be deemed to have waived any claim for damages, Losses (cas defined herein at Section 9.2) or any other remedy or relief arising therefrom and Tandy shall not constitute a failure of a condition be entitled to the Merger set forth in Article VI except terminate this Agreement 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to provided in Section 6.3(b) shall have been satisfied10.1(c).

Notification of Certain Matters. The Company Each of Tremont and Parent Valhi shall promptly notify each give prompt notice to the other party of (ai) any notice of, or other communication relating to, a default or event that, with notice of lapse of time or both, would become a default, received by it subsequent to the date of this Agreement and prior to the Effective Time, under any contract to which it is a party or is subject that could reasonably be expected to result in a Valhi Material Adverse Effect or a Tremont Material Adverse Effect, as the case may be, (ii) 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 third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parentby this Agreement, (biii) any Action commenced orchange in their respective financial condition, to such party’s knowledgeproperties, threatened against, relating to businesses or involving or otherwise affecting such party or any results of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatoperations, or the occurrence or non-occurrence of any event that is reasonably expected to result in any such change, that in any such event could reasonably be expected to result in a Valhi Material Adverse Effect or Tremont Material Adverse, as the case may be, (iv) the occurrence or non-occurrence existence of whichany event that would, would cause or result could with the passage of time or otherwise, make any representation or warranty contained herein that is qualified as to materiality untrue in any of respect or any such representation or warranty that is not so qualified becoming untrue in any material respect or (v) the conditions failure by it to the Merger set forth comply with or satisfy in Article VI not being any material respect any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.9 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure . Each party shall use its reasonable commercial efforts to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to prevent or promptly remedy 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedsame.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby 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 hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, by this Agreement and (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any event, fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, which would cause or reasonably be expected to result in any of the conditions to the Merger obligations of the Company or Parent, as applicable, set forth in Article VI VII not being satisfied at the Closing or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, provided that neither the delivery of any notice pursuant to this Section 5.10 6.16 nor any Knowledge that Parent, its Affiliates or Representatives may have acquired, nor could have acquired (in each case, whether before or after the date of this Agreement), nor any investigation or due diligence by Parent or its Representatives, shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or Agreement, (ii) limit the remedies available to the party receiving such notice; provided furthernotice or (iii) affect or be deemed to modify any representation, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or update any section of 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 failureCompany Disclosure Letter. The parties Parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s and Parent’s respective compliance or failure of compliance with this Section 5.10 6.16 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.2(b) or Section 7.3(b), respectively, shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or Each Party shall keep the other transactions contemplated hereby or from any Person alleging that advised in writing of the consent progress towards the satisfaction of such Person is or may be required the conditions precedent (the "Conditions Precedent") in connection with the Merger or Section 14.1, Section 14.2, and Section 14.3 and will notify the other transactions contemplated herebyParties in writing as soon as reasonably practicable following it becoming aware of: (i) the satisfaction of each of the Conditions Precedent, if in which event such Party shall provide the subject matter other Parties with such evidence of such communication could be satisfaction as it may reasonably require; (ii) any material developments in relation to the Companysatisfaction or otherwise of the Conditions Precedent (including, for the Surviving Corporation avoidance of doubt, any material developments in relation to a PolyMet Material Adverse Effect or Parenta Contributed Assets Material Adverse Effect); (iii) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing (iv) any failure of a Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied under this Agreement; or (v) a fact or circumstance that is reasonably expected to prevent or delay a Condition Precedent being fulfilled. (b) any Action commenced orFor the avoidance of doubt, 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 or (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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 10.1 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedcorresponding Parties.

Notification of Certain Matters. The Company During the period from September 28, 2023 until the earlier of the Closing Date or termination of this Agreement pursuant to Article XI, each Party shall keep the other Parties apprised of the status of matters relating to the consummation of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of any material notices or other communications received by such Party or, to the Knowledge of such Party, its Representatives from any third party or any Governmental Entity with respect to the consummation of the transactions contemplated by this Agreement and Parent shall promptly notify each the other Party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (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 cause or result in any of the conditions to the Merger set forth in Article VI not X (Conditions to Obligations to Close) of this Agreement becoming incapable of being satisfied or satisfaction of those conditions being (b) otherwise would reasonably prevent, materially delayed in violation of any provision of impair or materially delay the transactions contemplated by this Agreement; provided, however, that Agreement or the other Ancillary Agreements. The delivery of any notice pursuant to this Section 5.10 7.13 shall not (i) cure any breach ofaffect the representations, warranties, covenants or non-compliance with, any other provision agreements of the Parties or the conditions to the obligations of the Parties under this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure notification. Failure by any Party to give prompt provide notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 7.13 shall not be taken into account deemed to be a breach of such Party’s covenants for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.Article X.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions 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 herebyTransactions, 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, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge'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 or Transactions, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (inor shall any information provided pursuant to Section 5.6) (x) be considered in determining whether any representation or warranty is true for purposes of Article VI or Article VII, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent (a) Each Party shall promptly notify each give prompt notice to the other of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which, which would be reasonably likely to cause (A) any representation or result warranty contained in this Agreement to be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement made by such Party in this Agreement not to be complied with or satisfied in any material respect and (ii) any failure of the conditions such Party to the Merger set forth comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in Article VI not being satisfied any material respect. Subject to Section 6.6(b) or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedas otherwise expressly provided herein, however, that the delivery of any notice pursuant to this Section 5.10 6.6(a) shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available to hereunder of the party Party receiving such notice; provided further. (b) Upon the occurrence after the date hereof of any event, that failure fact or circumstance which would cause any of the representations or warranties in Section 4.10 to give prompt be false, inaccurate or breached, and upon the delivery of any notice thereof to Tandy pursuant to clause Section 6.6(a), Tandy shall be deemed to have waived any claim for damages, Losses (cas defined herein at Section 9.2) or any other remedy or relief arising therefrom and Tandy shall not constitute a failure of a condition be entitled to the Merger set forth in Article VI except terminate this Agreement 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to provided in Section 6.3(b) shall have been satisfied10.1(c).

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall promptly notify each other give prompt written notice to the Company, of (a) any notice or other material communication received by such party from any Governmental Entity Authority in connection with this Agreement, the Merger or the other transactions contemplated hereby by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parentby this Agreement, (b) any Action claims, actions, suits, proceedings or investigations 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 this Agreement, the Merger or the other transactions contemplated hereby or by this Agreement and (c) the discovery of any fact fact, event or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, known to such party that would cause or result constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any such party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the consummation of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of other transaction contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 8.1 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided furthernotice or prevent or cure any misrepresentations, that breach of warranty or breach of covenant or failure to give prompt notice pursuant satisfy the conditions to clause (c) the obligations of the parties under this Agreement. This Section 8.1 shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact covenant or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account agreement for purposes of determining whether the condition referred to in Section 6.3(bSections 9.2(b) shall have been satisfiedor 9.3(b).

Notification of Certain Matters. The Company and Parent Each party hereto (the "Notifying Party") shall promptly notify each give prompt notice to the other parties hereto of (ai) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of which, which would be likely to cause any representation or result warranty of the Notifying Party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the conditions Notifying Party to the Merger set forth in Article VI not being comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; by it hereunder, provided, however, that the delivery of any notice pursuant to this Section 5.10 5.4 shall not (i) cure such failure or limit or otherwise affect the remedies available hereunder to the parties receiving such notice. Without limiting the generality of the foregoing, from the date hereof through the earlier of the Closing Date and the date of any breach of, or non-compliance with, any other provision termination of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) Section 8.1 hereof, the Notifying Party shall not constitute a failure promptly notify the other parties hereto of a condition any action or proceeding of the type required to be described in Section 2.8 or 4.6 hereof that is commenced or, to its knowledge, threatened against the Merger set forth in Article VI except to Notifying Party, or against any officer or director of the extent that the underlying fact Notifying Party or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except any of its Subsidiaries with respect to clause (c) the affairs of the first sentence Notifying Party, and of this Section 5.10, any request for additional information or documentary materials by any Governmental Authority in connection with the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedtransactions contemplated hereby.

Notification of Certain Matters. The Company WPC shall give prompt notice to Esmark, and Parent Esmark shall promptly notify each other give prompt notice to WPC, of (ai) any notice or other communication received by such party from any Governmental Entity Authority 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 CompanyNewCo, the Surviving Corporation WPC or ParentEsmark, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, 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 or hereby, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Authority 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 herebyMerger, 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, (bii) any Action orders, actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge'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 or Merger, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall promptly (and in any event within two (2) Business Days) notify Parent, and Parent shall promptly (and in any event within two (2) Business Days) notify each other the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with this Agreement, the Offer, the Merger or the other transactions contemplated hereby hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Offer, the Merger or the other transactions contemplated hereby or which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement and (c) the discovery by such party of any fact fact, circumstance or circumstance thatevent, or the occurrence or non-occurrence of any event the occurrence which could reasonably be expected, individually or non-occurrence of whichtaken together with all other existing facts, would events and circumstances known to such party, to cause or result in any of the conditions of the obligations of such party to consummate the Merger set forth in Article VI or the Offer not being to be satisfied or the satisfaction of those conditions being which to be materially delayed in violation of any provision of this Agreement; provided, however, that the delayed. The delivery of any notice pursuant to this Section 5.10 6.7 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure or the representations or warranties or covenants of a condition the parties or the conditions 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, except with respect to clause (c) obligations of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedparties hereunder.

Notification of Certain Matters. The Company During the Pre-Closing Period, each of the Company, on the one hand, and Parent Vibrant, on the other hand, shall promptly notify each the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentContemplated Transactions, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party Party or any of its Subsidiaries which relate is commenced, or, to the Merger Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or the other transactions contemplated hereby or Key Employee of such Party, (c) the discovery such Party becomes aware of any fact inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement or (d) the occurrence failure of such Party to comply with any covenant or non-occurrence obligation of any event such Party; in each case that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Sections 7, 8 and 9, as applicable, impossible or satisfaction materially less likely. No such notice shall be deemed to supplement or amend the Company Disclosure Schedule or the Vibrant Disclosure Schedule for the purpose of those conditions being materially delayed in violation (x) determining the accuracy of any provision of the representations and warranties made by the Company in this Agreement; providedAgreement or (y) determining whether any condition set forth in Section 7, however, that the delivery of any 8 or 9 has been satisfied. Any failure by either Party to provide notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.5 shall not be taken into account deemed to be a breach for purposes of determining whether the condition referred Section 8.2 or 9.2, as applicable, unless such failure to in Section 6.3(b) shall have been satisfiedprovide such notice was knowing and intentional.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent and Holdco shall promptly notify each other give prompt notice to the Company, of (a) 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 person alleging that the consent of such Person 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 Action Legal Proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, and (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI ARTICLE VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided furthernotice or the representations or warranties of the parties, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition or the conditions to the Merger set forth in Article VI except to obligations of the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failureparties hereto. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s compliance or failure of compliance with this Section 5.10 6.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.2(b) shall have been satisfied.

Notification of Certain Matters. The During the Effective Period, except as prohibited by applicable Law, the Company or the applicable Seller will give prompt notice to the Buyer and the Parent shall promptly notify each other of (ai) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (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 be likely to cause any representation or result warranty of such Party contained in this Agreement to be untrue or inaccurate in any of material respect at or prior to the Closing such that the conditions to the Merger set forth in Article VI Section 7.02(a) would not being be satisfied, and (ii) any material failure of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, by such Party hereunder such that the delivery conditions set forth in Section 7.02(b) would not be satisfied. During the Effective Period, except as prohibited by applicable Law, the Parent and the Buyer will give prompt notice to the Company and the Sellers’ Representative of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, the occurrence or non-compliance with, occurrence of any other provision event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such Party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing such that the conditions set forth in Section 7.03(a) would not be satisfied, and (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a any material failure of a such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder such that the Merger conditions set forth in Article VI except to the extent that the underlying fact or circumstance not so notified Section 7.03(b) would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) 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 person alleging that the consent of such Person 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, ; (bii) any Action 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 or hereby; (ciii) 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 cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The During the Pre-Closing Period, each of the Company and Parent the Sellers, on the one hand, and Carnivale, on the other hand, shall promptly notify each the other (and, if in writing, furnish copies of) if any of the following occurs: (a) 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Contemplated Transactions; (b) any Action commenced or, to such party’s knowledge, threatened Legal Proceeding against, relating to or to, involving or otherwise affecting such party the Company or any of its Subsidiaries which relate Carnivale, as applicable, is commenced, or, to the Merger Knowledge of such Party, threatened against the Company or Carnivale, as applicable, or, to the other transactions contemplated hereby Knowledge of such Party, any director, officer or Key Employee of the Company or Carnivale, as applicable; (c) the discovery such Party becoming aware of any fact inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement; or (d) any failure of such Party to comply with any covenant or obligation of such Party; in each case that would reasonably be expected to make the occurrence or non-occurrence timely satisfaction of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Sections 6, 7 or satisfaction of those conditions being 8, as applicable, impossible or materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice less likely. No notification given to a Party pursuant to this Section 5.10 4.4 shall not (i) cure change, limit or otherwise affect any breach ofof the representations, warranties, covenants or non-compliance with, obligations of the Party providing such notification or any other provision of such Party’s Subsidiaries contained in this Agreement or (ii) limit the remedies available to the party receiving such notice; provided furtherCompany Disclosure Schedule or Carnivale Disclosure Schedule, that failure to give prompt notice pursuant to clause (c) 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 thatas appropriate, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied8.1 or Section 7.1, as appropriate.

Notification of Certain Matters. The Company and Parent Each party hereto (the “Notifying Party”) shall promptly notify each give prompt notice to the other parties hereto of (ai) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of which, which would be likely to cause any representation or result warranty of the Notifying Party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the conditions Notifying Party to the Merger set forth in Article VI not being comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; by it hereunder, provided, however, that the delivery of any notice pursuant to this Section 5.10 6.4 shall not (i) cure such failure or limit or otherwise affect the remedies available hereunder to the parties receiving such notice. Without limiting the generality of the foregoing, from the date hereof through the earlier of the Closing Date and the date of any breach of, or non-compliance with, any other provision termination of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) Article VIII hereof, the Notifying Party shall not constitute a failure promptly notify the other parties hereto of a condition any action or proceeding of the type required to be described in Sections 3.15 or 5.7 hereof that is commenced or, to its knowledge, threatened against the Merger set forth in Article VI except to Notifying Party, or against any officer or director of the extent that the underlying fact Notifying Party or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except any of its Subsidiaries with respect to clause (c) the affairs of the first sentence Notifying Party, and of this Section 5.10, any request for additional information or documentary materials by any Governmental Entity in connection with the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedtransactions contemplated hereby.

Notification of Certain Matters. The Company and Parent XXXX shall promptly notify each other give prompt notice to CONDOR of (a) 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 could be material to the Company, the Surviving Corporation or Parent, (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 relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event of which GLOBAL or XXXX have knowledge, the occurrence or non-occurrence of which, which would cause any representation or result warranty of XXXX contained herein to be untrue or inaccurate in any material respect at Closing, and (b) any material failure of XXXX to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied hereunder. CONDOR shall give prompt notice to XXXX of (a) the conditions occurrence or non-occurrence of any event of which CONDOR has knowledge, the occurrence or non-occurrence of which would cause any representation or warranty of CONDOR contained herein to be untrue or inaccurate in any material respect at or prior to the Merger set forth in Article VI not being Closing, and (b) any material failure of CONDOR to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the by it hereunder. The delivery of any notice pursuant to this Section 5.10 4.5 shall not be deemed to (ia) cure any breach ofmodify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 4.6, (b) modify the conditions set forth in Sections 5 and 6, or non-compliance with, any other provision of this Agreement or (iic) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Body in connection with the Merger or the other transactions contemplated hereby 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 herebyby this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s 's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its the Company Subsidiaries which relate to the Merger or the other transactions contemplated hereby or by this Agreement, (ciii) 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 cause any representation or result warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.8 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Each of the Company, Parent and Merger Company and Parent shall promptly notify each the other of in writing of: (a) 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 person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Transactions; (b) any Action notice or other communication received by such party from any Governmental Authority in connection with the Transactions; (c) any Actions commenced or, to such party’s knowledgethe knowledge of the Company or the knowledge of Parent or the knowledge of Merger Company, threatened against, relating to or involving or otherwise affecting such party against the Company or any of its Subsidiaries which or Parent and any of its Affiliates (excluding the Company and its Subsidiaries) or Merger Company and any of its Affiliates, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed by such party pursuant to any party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Merger or the other transactions contemplated hereby or Transactions; and (cd) the discovery if a breach of any fact representation or circumstance that, warranty or failure to perform any covenant or agreement on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger such person set forth in Article VI this Agreement shall have occurred that would cause the conditions set forth in Section 8.01, Section 8.02 and Section 8.03 not being to be satisfied or satisfaction of those conditions being materially delayed together, in violation each case, with a copy of any provision of this Agreementsuch notice, communication or Action; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.06 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided provided, further, that failure to give prompt notice pursuant to clause (c) this Section 7.06 shall not constitute a failure of a condition to the Merger set forth in Article VI VIII except to the extent that the underlying fact breach of a representation or circumstance warranty or failure to perform any covenant or agreement not so notified would would, standing alone alone, constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall promptly notify each other of use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Entity Authority 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 herebyTransactions, if the subject matter of such communication could would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, ; (b) any Action commenced orinvestigation or legal, administrative, arbitral or other proceeding, to such party’s knowledge's Knowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or 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, would cause any representation or result warranty made by such party contained in this Agreement: (i) that is qualified as to materiality or Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (inor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach of, or non-compliance with, with any other provision of this Agreement Agreement; or (iiC) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt deliver any notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.7 shall not be taken into account for purposes of considered in determining whether the condition referred to set forth in Section 6.2(b) or Section 6.3(b) shall have has been satisfiedsatisfied or the related termination right in Article 7 is available.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party 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 could or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, Parent and (b) any Action Actions commenced or, to such partyParty’s knowledge, threatened in writing against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or and (c) any event, development, occurrence, circumstance, change or effect that has had or would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect, as applicable, or would reasonably be expected to make the discovery satisfaction of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Section 7.1, Section 7.2 or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementSection 7.3, as applicable, impossible on or prior to the End Date; provided, however, provided that the delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) 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 Parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s ’s, on the one hand, and Xxxxxx’s, on the other hand, compliance or failure of compliance with this Section 5.10 6.5 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.2(b) or Section 7.3(b), respectively, shall have been satisfiedsatisfied with respect to performance in all material respects with this Section 6.5.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Purchaser, and Parent Purchaser shall promptly notify each other of use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Entity Authority 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 herebyTransactions, if the subject matter of such communication could would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, Purchaser; (b) any Action commenced orinvestigation or legal, administrative, arbitral or other proceeding relating to the Transactions, to such party’s knowledgeKnowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Subsidiaries; (c) the discovery discovery, to such party’s Knowledge, of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement to be untrue in any material respect; and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (inor shall any information provided pursuant to Section 5.5)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach of, or non-compliance with, with any other provision of this Agreement Agreement; or (iiC) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt deliver any notice pursuant to clause (c) 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, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.6 shall not be taken into account for purposes of considered in determining whether the condition referred to set forth in Section 6.2(b) or Section 6.3(b) shall have has been satisfiedsatisfied or the related termination right in Article 7 is available.

Notification of Certain Matters. The Company During the Pre-Closing Period, each of the Company, on the one hand, and Parent VINE, on the other hand, shall promptly notify each the other in writing (and, if applicable, furnish copies of) if any of the following occurs: (a) any notice or other communication is 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 Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, Contemplated Transactions; (b) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party Party or any of its Subsidiaries which relate is commenced, or, to the Merger Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or the other transactions contemplated hereby or Key Employee of such Party; (c) the discovery such Party becomes aware of any fact inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement; or (d) the occurrence failure of such Party to comply with any covenant or non-occurrence obligation of any event such Party; in each case that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Section 7, Section 8, and Section 9, as applicable, impossible or satisfaction materially less likely. No such written notice shall be deemed to supplement or amend the Company Disclosure Schedule or the VINE Disclosure Schedule for the purpose of those conditions being materially delayed in violation (x) determining the accuracy of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, representations and warranties made by the Company or non-compliance with, any other provision of VINE in this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a determining whether any condition to the Merger set forth in Article VI except Section 7, Section 8, and Section 9 has been satisfied. Any failure by either Party 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, except with respect to clause (c) of the first sentence of provide written notice under this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.5 shall not be taken into account deemed to be a breach for purposes of determining whether the condition referred Section 8.2 or Section 9.2, as applicable, unless such failure to in Section 6.3(b) shall have been satisfiedprovide such written notice was knowing and intentional.