Common use of Notification of Certain Matters Clause in Contracts

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Seller shall give prompt notice to PARENT Purchaser of Seller’s Knowledge prior to the Closing of: (ia) any representation or warranty contained in Article III being untrue or inaccurate in any material respect when made, (b) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which development that would cause (or could reasonably be likely expected to cause cause) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Article III to be untrue or inaccurate in any material respect at or prior to on the Closing Date or the Funding and Consummation Date and Date, (iic) any material failure of any STOCKHOLDER or the COMPANY Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person Seller hereunder, and/or (d) any representation and warranty contained in Article IV being or becoming untrue or inaccurate in any material respect when made or as of a later date. PARENT and the ACQUISITION CORP. Purchaser shall give prompt notice to Seller of Purchaser’s Knowledge prior to the COMPANY of Closing of: (iw) any representation or warranty contained in Article IV being untrue or inaccurate in any material respect when made, (x) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which development that would cause (or could reasonably be likely expected to cause cause) any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to on the Closing Date or the Funding and Consummation Date and Date, (iiy) any material failure of PARENT or such ACQUISITION CORP. Purchaser to comply with or satisfy any covenant, condition condition, or agreement to be complied with or satisfied by it hereunder, and/or (z) any representation and warranty contained in Article III being or becoming untrue or inaccurate in any material respect when made or as of a later date. The delivery of No disclosure by any notice Party pursuant to this Section 7.7 6.5, however, shall not be deemed to amend or supplement the Schedules hereto or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant. Neither Party shall be entitled to make a claim under this Agreement (i) modify the representations or warranties hereunder of any party, which modification may only be made including pursuant to Section 7.8, (iiArticle X) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder with respect to any party receiving matter for which such noticeParty fails to provide a notice in accordance with clause (d) or clause (z) of this Section 6.5 (as applicable).

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Each party hereto shall give prompt written notice to PARENT of (i) the occurrence or non-occurrence other parties of any formal notice or other communication received by such party from any Governmental Authority relating to this Agreement or the transactions contemplated hereby, or from any Person providing a written notice that the consent of such Person is required in connection with the transactions contemplated hereby. (b) Prior to the Closing, each party hereto shall give prompt written notice (a “Supplemental Disclosure”) to the other parties of any condition, event or circumstance hereafter arising that would cause, or reasonably be expected to cause, any representation or warranty made by such party in this Agreement to fail to be true and correct as of the occurrence Closing as if made again at that time (except to the extent that any representation or non-occurrence warranty speaks as of which would an earlier date). Any Supplemental Disclosure shall be likely deemed to cause cure any breach or inaccuracy of any representation or warranty of the COMPANY or the STOCKHOLDERS disclosing party contained herein to be untrue or inaccurate in any material respect at or prior this Agreement (solely to the Closing Date extent such breach or inaccuracy arises from a condition, event or circumstance arising after the Funding and Consummation Date and (iidate of this Agreement), including for purposes of determining whether or not the conditions set forth in Section 3.01(b)(i) or Section 3.01(c)(i) have been satisfied. No party hereto shall be entitled to assert any material failure of any STOCKHOLDER condition, event or circumstance described in a Supplemental Disclosure as a basis for claiming that the COMPANY conditions set forth in Section 3.01(b)(i) or Section 3.01(c)(i) have not been satisfied, even if such Supplemental Disclosure has, or would reasonably be expected to comply with or satisfy any covenanthave, condition or agreement to be complied with or satisfied by such person hereundera Material Adverse Effect. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 Any Supplemental Disclosure shall not be deemed to (i) modify the representations or warranties hereunder cure any breach of any partyagreement or covenant of the disclosing party contained in this Agreement. (c) Prior to the Closing, which modification may only be made pursuant each party hereto shall give prompt written notice to Section 7.8the other parties of any breach or violation by such party of any covenant or agreement in this Agreement, (ii) modify or of the occurrence of any other event that makes the satisfaction of the conditions set forth in Sections 8 and 9, Article III impossible or (iii) unlikely. Any such notice by a party with respect to its breach or violation of any covenant or agreement hereunder shall not limit or otherwise affect the remedies available hereunder to any party receiving such noticethe other parties hereto.

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Seller shall give prompt notice to PARENT Purchaser of the following: (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which that would be likely to cause either (A) any representation or warranty of Seller contained in this Agreement, or in connection with the COMPANY or the STOCKHOLDERS contained herein transactions contemplated hereunder, to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Date, or the Funding and Consummation Date and (B) directly or indirectly, any Material Adverse Effect; (ii) any material failure of Seller, or any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; or (iii) any proposal together with the terms thereof, however communicated and in whatever form transmitted, regarding (A) any merger of Seller into or with another Person, (B) any purchase or sale of any material portion of its Assets or the equity interest in Seller, (C) any other similar business combination or transaction involving Seller or any Affiliate of Seller, or (D) any other indication of interest on the part of any Person with respect to any of the foregoing. (b) Purchaser shall give prompt notice to the Seller of the following: (i) the occurrence or nonoccurrence of any event that would be likely to cause any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date; or (ii) any material failure of Purchaser, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS (a) Parent and the COMPANY Company shall give prompt notice in writing to PARENT the other of (i) the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which would be reasonably likely to (i) cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein made by such party in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Effective Time or the Funding and Consummation Date and (ii) cause any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition covenant or agreement made by such party under this Agreement not to be complied with or satisfied by in any material respect; provided, however, that no such person notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder. PARENT . (b) Each of the Company, Parent and the ACQUISITION CORP. Purchaser shall give prompt notice in writing to the COMPANY other parties hereto of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. (ic) The Company shall give prompt notice in writing to Parent of any act, omission to act, event or occurrence which, with the passage of time or otherwise, would be reasonably expected to have a Material Adverse Effect on the Company; provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder. (d) The failure by the Company to provide timely notice of the occurrence or non-occurrence of any event particular fact, event, act, omission to act, event, occurrence, liability or communication relating to the occurrence possible untruth or non-occurrence inaccuracy of which would be likely to cause any representation or warranty of PARENT the Company in this Agreement or such ACQUISITION CORP. contained herein the possible non-compliance by the Company with any covenant or obligation of the Company under this Agreement shall not constitute a failure to be untrue or inaccurate in any material respect at or prior satisfy the condition to the Closing Date Offer set forth in clause (iii)(f) of Annex I, or a basis for the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to terminate this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made Agreement pursuant to Section 7.8, (ii7.1((c))((iv)) modify unless the conditions set forth in Sections 8 and 9, matter or matters as to which notice was not timely sent would constitute or indicate a failure to satisfy clauses (iii) limit (c) or otherwise affect (e) of Annex I, or constitute a material breach by the remedies available hereunder to any party receiving such noticeCompany of a covenant or obligation under this Agreement other than this Section 5.8.

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Purchaser shall give prompt notice to PARENT Parent and the Company of the following: (i) the occurrence or non-occurrence nonoccurrence of any event the whose occurrence or non-occurrence of which nonoccurrence would be likely to cause either (A) any representation representation, warranty or warranty agreement of the COMPANY or the STOCKHOLDERS Purchaser contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Closing, or the Funding and Consummation Date and (B) directly or indirectly, any Material Adverse Effect; or (ii) any material failure of Purchaser, any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The . (b) Parent and the Company shall give prompt notice to Purchaser of the following: (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be likely to cause either (A) any representation or warranty of Parent or the Company contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing, or (B) directly or indirectly, any change in or effect on the business of the Company that is or will be materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), assets, liabilities or regulatory status of the Company, or (C) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement, or the ability of Parent or the Company to perform its respective obligations hereunder; or (ii) Any material failure of Parent or the Company, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify waive or release Parent, the Company or Purchaser from its covenants, representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeunder this Agreement.

Notification of Certain Matters. The STOCKHOLDERS (a) From time to time prior to the Closing, the Seller, EnStructure and the COMPANY Parent shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the date hereof that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. No supplement to or amendment of the Disclosure Schedule made after the date hereof pursuant to this section or otherwise shall be deemed to cure any breach of any representation, warranty or covenant made pursuant to this Agreement. (b) The Seller, EnStructure and the Parent shall give prompt notice to PARENT the Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event the whose occurrence or non-occurrence of which would be likely to cause either (A) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date or (B) any condition set forth in Article IX to be unsatisfied in any material respect at any time from the Funding and Consummation date hereof to the Closing Date and (ii) any material failure of any STOCKHOLDER the Seller or the COMPANY to comply with Parent or satisfy any covenantofficer, condition director, employee or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 section shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Company shall give prompt notice to PARENT Buyer and Merger Sub of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS made by it contained herein to be in this Agreement becoming untrue or inaccurate in inaccurate, or any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such person hereunder. PARENT that the conditions set forth in Section 8.2(a) or 8.2(b) could reasonably be expected to not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (b) Buyer shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Buyer or Merger Sub to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 8.1(a) or 8.1(b) could reasonably be expected to not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Buyer and the ACQUISITION CORP. Merger Sub, and Buyer shall give prompt notice to the COMPANY Company, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT the Company or such ACQUISITION CORP. Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery set forth in Article VIII hereof or the failure of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify which would result in either a Company Material Adverse Effect or a Buyer Material Adverse Effect, as the representations case may be, or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify any notice or other communication from any third party alleging that the conditions set forth consent of such third party is or may be required in Sections 8 and 9, or (iii) limit or otherwise affect connection with the remedies available hereunder to any party receiving such noticetransactions contemplated by this Agreement.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT Parent of (i) the occurrence or non-occurrence of any event of which it has Knowledge, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein Company to be untrue or inaccurate in any material respect at or prior to the Closing Date or such that the Funding and Consummation Date conditions to closing set forth in Section 7.2(a) would fail to be satisfied, and (ii) to the extent it has Knowledge thereof, any material failure of any STOCKHOLDER or by the COMPANY Company to materially comply with or materially satisfy any covenant, condition covenant or other agreement to be complied with by it hereunder such that the conditions to closing set forth in Section 7.2(b) would fail to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.12(a) shall not limit or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. otherwise affect any remedies available to Parent. (b) Parent shall give prompt notice to the COMPANY Company of (i) the occurrence or non-occurrence of any event of which it has Knowledge, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein Parent and Merger Sub to be untrue or inaccurate in any material respect at or prior to the Closing Date or such that the Funding and Consummation Date conditions to closing set forth in Section 7.3(a) would fail to be satisfied, and (ii) to the extent it has Knowledge thereof, any material failure of PARENT by Parent or such ACQUISITION CORP. Merger Sub to materially comply with or materially satisfy any covenant, condition covenant or other agreement to be complied with or satisfied by it hereunder. The them hereunder such that the conditions to closing set forth in Section 7.3(b) would fail to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.12(b) shall not be deemed limit or otherwise affect any remedies available to the Company. (c) The Company shall give prompt notice to Parent of (i) modify the representations any notice or warranties hereunder of other communication received by it from any third party, which modification may only be made pursuant subsequent to Section 7.8the date of this Agreement and prior to the Effective Time, alleging any material breach of or material default under any material Contract, or (ii) modify any notice or other communication received by it from any third party, subsequent to the conditions set forth date of this Agreement and prior to the Effective Time, alleging that the consent of such third party is or may be required in Sections 8 and 9connection with the transactions contemplated by this Agreement; provided, or (iiihowever, that the delivery of notice pursuant to this Section 6.12(c) shall not limit or otherwise affect the remedies available hereunder to any party receiving such noticeParent.

Notification of Certain Matters. The STOCKHOLDERS (a) From the Agreement Date and ending at the COMPANY Transfer Time, Merck Serono shall give prompt written notice to PARENT BioMarin of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of Merck Serono contained in this Agreement, if made on or immediately following the COMPANY or the STOCKHOLDERS contained herein to be date of such event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect, (ii) any material failure of Merck Serono or any STOCKHOLDER or the COMPANY of its Affiliates to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice or other communication from any Person alleging that the consent of such person hereunder. PARENT Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (iv) any Proceeding pending or, to Merck Serono’s knowledge, threatened against a Party relating to the transactions contemplated by this Agreement. (b) From the Agreement Date and ending at the ACQUISITION CORP. Transfer Time, BioMarin shall give prompt written notice to the COMPANY Merck Serono of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of PARENT BioMarin contained in this Agreement, if made on or immediately following the date of such ACQUISITION CORP. contained herein to be event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect, (ii) any material failure of PARENT BioMarin or such ACQUISITION CORP. any of its Affiliates to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery of , (iii) any notice pursuant or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (v) any Proceeding pending or, to BioMarin’s knowledge, threatened against a Party relating to the transactions contemplated by this Section 7.7 Agreement. No such notice, nor any information obtained therefrom, under this section 6.04(b) shall not be deemed to (i) modify the representations or warranties hereunder cure any breach of any partyrepresentation or warranty made in this Agreement, which modification may only be made the compliance with any covenant set forth herein or any rights to indemnification pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticesection 8.01 of this Agreement.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT Parent of (i) the occurrence occurrence, or non-occurrence of any event the occurrence whose occurrence, or non-occurrence of which would be likely to cause either (A) any representation or warranty of the COMPANY or the STOCKHOLDERS Company contained herein in this Agreement to be materially untrue or inaccurate at any time from the date of this Agreement to the Effective Time or (B) any condition set forth in Article VIII to be unsatisfied in any material respect at or prior any time from the date of this Agreement to the Closing Date or the Funding and Consummation Date and (ii) any material failure of the Company, or any STOCKHOLDER of its officers, directors, employees or the COMPANY to comply with or satisfy any covenantagents, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.5(a) shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to Parent. (b) Parent shall give prompt notice to the Company of (i) the occurrence, or non-occurrence of any party receiving such noticeevent whose occurrence, or non-occurrence would be likely to cause any representation or warranty of Parent and Purchaser contained in this Agreement to be materially untrue or inaccurate at any time from the date of this Agreement to the Effective Time or (ii) any action, proceeding, injunction or other order, decree, judgment or ruling by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission of competent jurisdiction applicable to Purchaser, but not to the Company, in connection with the Merger and the Transactions and (iii) any failure of Parent or Purchaser, or any of their respective officers, directors, employees or agents, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.5(b) shall not limit or otherwise affect the remedies available hereunder to the Company.

Notification of Certain Matters. (a) The STOCKHOLDERS Stockholders and the COMPANY Company shall give prompt notice to PARENT Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY Company or the STOCKHOLDERS Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect; (ii) any material failure of any STOCKHOLDER Stockholder or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT Person hereunder and (iii) the ACQUISITION CORP. exercise by any Person of any Option or Convertible Security listed on SCHEDULE 5.3 or any enforceable request for the Company to purchase, redeem or otherwise acquire any of its Company Stock, Convertible Securities or Options; (b) Clarant and Newco shall give prompt notice to the COMPANY Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT Clarant or such ACQUISITION CORP. Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT Clarant or such ACQUISITION CORP. Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. ; (c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe party delivering such notice, which modification may only be made pursuant to Section 7.8, 7.11 (ii) modify the conditions set forth in Sections Articles 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY shall Seller will give prompt written notice to PARENT the Purchaser of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of a Seller Party contained in this Agreement or any Ancillary Agreement, if made on or immediately following the COMPANY or the STOCKHOLDERS contained herein to be date of such event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and inaccurate, (ii) any material failure of a Seller Party, or any STOCKHOLDER or the COMPANY Affiliate of a Seller Party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise reasonably be expected to result in the nonfulfillment of any of the conditions to the Purchaser’s obligations hereunder, (iii) any notice or other communication from any Person to Parent or any of its Affiliates (other than the Seller) alleging that the consent of such person hereunder. PARENT and Person is or may be required in connection with the ACQUISITION CORP. shall consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iv) any Action pending or, to Parent, Scimed or the Seller’s knowledge, threatened against a Party or the Parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (b) The Purchaser will give prompt written notice to the COMPANY Seller of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of PARENT the Purchaser contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such ACQUISITION CORP. contained herein to be event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and inaccurate, (ii) any material failure of PARENT or such ACQUISITION CORP. the Purchaser to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery hereunder or any event or condition that would otherwise reasonably be expected to result in the nonfulfillment of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9to the Seller Parties’ obligations hereunder, or (iii) limit any notice or otherwise affect other communication from any Person to the remedies available hereunder Purchaser or any of its Affiliates alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iv) any Action pending or, to any party receiving such noticethe Purchaser’s knowledge, threatened against a Party or the Parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Seller shall give prompt notice to PARENT Buyers of (i) any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule, (ii) 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 contained in Article II to be untrue or inaccurate at or prior to the Closing, and (iii) any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Seller hereunder. The delivery of any notice pursuant to this Section 4.7 shall not be deemed to (a) modify the representations or warranties hereunder of the Party delivering such notice, (b) modify the conditions set forth in Section 5.1 or (c) limit or otherwise affect the remedies available hereunder to Buyers. (b) Buyers shall give prompt notice to Seller of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely expected to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY Buyers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it Buyers hereunder. The delivery of any notice pursuant to this Section 7.7 4.7 shall not be deemed to (ia) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8the party delivering such notice, (iib) modify the conditions set forth in Sections 8 and 9, Section 5.2 or (iiic) limit or otherwise affect the remedies available hereunder to any party receiving such noticeSeller.

Notification of Certain Matters. (a) The STOCKHOLDERS Company and the COMPANY CSE Holders shall give prompt notice to PARENT Buyer and Buyer shall give prompt notice to the Company and the CSE Holders, in each case after obtaining knowledge thereof, of (i) the occurrence or non-occurrence of (i) any event the occurrence or non-occurrence of which would could reasonably be likely expected to cause result in any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at (or, in the case of any representation or prior to the Closing Date warranty qualified by its terms by materiality, then untrue or the Funding and Consummation Date inaccurate in any respect) and (ii) any material failure of any STOCKHOLDER or the COMPANY Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that (x) the breach by any Party hereto of the covenant set forth in the immediately preceding clause (i) shall not permit any other Party hereto to refuse to consummate the transactions contemplated by this Agreement unless the failure of the applicable representation or warranty to be true and correct would result in the condition set forth in Section 6.2(a) or Section 6.3(a), as applicable, not being satisfied as of the Closing Date and (y) the delivery of any notice pursuant to this Section 7.7 5.4(a) shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party the Party receiving such notice. (b) Each Party shall give prompt notice to the other Parties of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger or other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or other transactions contemplated by this Agreement; (iii) any litigation relating to or involving or otherwise affecting the Company or any of its Subsidiaries, on the one hand, or Buyer or Merger Sub, on the other hand, that relates to the Merger or other transactions contemplated by this Agreement; and (iv) any change that is likely to impair in any material respect the ability of any Party to consummate the transactions contemplated by this Agreement.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT of Parent and Purchaser and Parent and Purchaser shall give prompt notice to the Company, of: (ia) the occurrence or non-occurrence of any fact or event the whose occurrence or non-occurrence of which occurrence, as the case may be, would be reasonably likely to cause either: (i) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Effective Time as if such representation or warranty was made at such time (except to the Funding and Consummation Date extent such representation or warranty refers to a specific date); or (ii) any condition or requirement set forth in Annex I to be unsatisfied at any time from the date hereof to the Appointment Time as if such condition or required was required to be satisfied at such time (except to the extent it refers to a specific date); and (iib) any material failure of the Company, Purchaser or Parent, as the case may be, or any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.1 shall not be deemed (except to (ithe extent that the failure to deliver such notice, standing alone, would otherwise constitute a breach of this Agreement) modify the representations prevent or warranties hereunder cure any breach of any partythis Agreement, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice, the representations or warranties of the parties or the conditions to the obligations of the parties hereto. Each of the Company, Parent and Purchaser shall give prompt notice to the other parties hereof of any notice or other communications from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall promptly inform Parent if at any time prior to the Closing any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Schedule TO or a supplement to the Offer Documents or the Proxy Statement.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT of Parent of: (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein Company set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or Effective Times such that the Funding and Consummation Date condition in Section 6.2(a) would not be satisfied, and (iib) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder such that the condition in Section 6.2(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.6 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section 5.6 (x) shall not be considered in determining whether the condition set forth in Section 6.2(a) or Section 6.2(b) has been satisfied and (y) shall not be deemed to (i) modify be a breach of covenant under this Section 5.6 and shall constitute only a breach of the representations underlying representation, warranty, covenant, condition or warranties hereunder of any partyagreement, which modification as the case may only be made be. No disclosure by the Company pursuant to this Section 7.85.6 shall affect or be deemed to modify, (ii) modify amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions set forth to the obligations of the parties to consummate the Mergers in Sections 8 accordance with the terms and 9provisions hereof, or (iii) limit restrict, impair or otherwise affect the remedies available any Indemnified Parties’ right to indemnification hereunder to or otherwise prevent or cure any party receiving such noticemisrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The STOCKHOLDERS (a) Each of the Company and Parent shall promptly notify the COMPANY shall give prompt notice to PARENT other of (i) any written notice or other communication received by such party from any Person alleging that the occurrence consent of such Person is or non-occurrence may be required in connection with the Offer or the Merger, if the failure to obtain such consent would reasonably be expected to materially affect the consummation of the Offer or the Merger and (ii) any event Legal Proceedings commenced or, to such party’s Knowledge, threatened against, the occurrence Company or non-occurrence Parent or any of which would Parent’s Subsidiaries, that purport to materially impede or delay the consummation of the Offer or the Merger, or that make allegations that, if true, would, individually or in the aggregate, reasonably be likely expected to cause result in a Material Adverse Effect. (b) The Company shall promptly notify Parent of (i) any inaccuracy of any representation or warranty of the COMPANY or the STOCKHOLDERS Company contained herein to be untrue or inaccurate in any material respect at or prior to any time during the Closing Date or the Funding and Consummation Date term hereof and (ii) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, in each case if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in paragraph (c)(iii) or paragraph (c)(iv) of Annex I to fail to be satisfied at the then scheduled expiration of the Offer. The For the avoidance of doubt, the delivery of any notice pursuant to this Section 7.7 6.15(b) shall not affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder. (c) Parent shall promptly notify the Company of (i) modify the representations or warranties hereunder any inaccuracy of any party, which modification may only be made pursuant to Section 7.8, representation or warranty of Parent or Merger Sub contained herein in any material respect at any time during the term hereof and (ii) any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder, in each case if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations under this Agreement. For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.15(c) shall not affect or be deemed to modify the conditions any representation or warranty of Parent or Merger Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or otherwise affect the remedies available hereunder to any party receiving such noticethe parties hereunder.

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

Notification of Certain Matters. The STOCKHOLDERS During the period from the date of this Agreement to the earlier of the Merger Effective Time and the COMPANY termination of this Agreement, Post and SpinCo shall give prompt notice to PARENT BellRing, and BellRing shall give prompt notice to Post and SpinCo, of (i) any written notice or other substantive communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (ii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the COMPANY made by such party contained in this Agreement or the STOCKHOLDERS contained herein another Transaction Agreement to be untrue or inaccurate in any material respect at or prior such a manner so as to cause the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER of the conditions set forth in Section 9.2(a) or the COMPANY Section 9.3(b), as applicable, to be satisfied, and (iii) any failure of such party to perform or comply with or satisfy any covenant, condition covenant or agreement to be performed or complied with or satisfied by it hereunder in such person hereunder. PARENT and a manner so as to cause the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence failure of any event of the occurrence conditions set forth in Section 9.2(b), Section 9.2(c) or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein Section 9.3(b), as applicable, to be untrue or inaccurate in any material respect at or prior to satisfied; provided, however, that the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement, (y) limit the remedies available to the party receiving such notice or (z) prejudice the party giving such notice with respect to the matters contemplated by such notice solely by virtue of having delivered such notice; provided further that any party’s failure to perform or comply with its obligations under this Section 8.10 shall not be deemed considered a failure to (iperform or comply with such party’s obligations hereunder for purposes of Section 9.2(b), Section 9.2(c) modify or Section 9.3(b), as applicable, unless the representations underlying factor or warranties hereunder event would independently result in the failure of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions condition set forth in Sections 8 and 9Section 9.2(b), Section 9.2(c) or (iii) limit or otherwise affect the remedies available hereunder Section 9.3(b), as applicable, to any party receiving such noticebe satisfied.

Notification of Certain Matters. The STOCKHOLDERS and (a) During the COMPANY period prior to Closing or any earlier termination of this Agreement in accordance with Article VIII, the Company shall give prompt notice to PARENT promptly notify Parent in writing of any of (i) any event, condition, fact or circumstance that occurs, arises or exists after the occurrence date of this Agreement and that would or non-occurrence of any event the occurrence or non-occurrence of which would reasonably could be likely expected to cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement, and/or (ii) any material breach of any covenant, obligation or other agreement of the COMPANY Company in this Agreement, in each case (of any of the foregoing clauses (i) and (ii)) that would make the timely satisfaction of any condition set forth in Article VII impossible or reasonably unlikely or that has had or could reasonably be expected to have a Material Adverse Effect. No notification given to Parent pursuant to this Section 6.4 shall limit or otherwise affect any of the STOCKHOLDERS representations, warranties, covenants or obligations of the Company contained herein in this Agreement. (b) During the period prior to be Closing or any earlier termination of this Agreement in accordance with Article VIII, Parent shall promptly notify the Company in writing of any of (i) any representation or warranty made by Parent in this Agreement becoming untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date inaccurate, and (ii) any material failure breach of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition obligation or other agreement to be complied with of Parent or satisfied by such person hereunder. PARENT and Merger Sub in this Agreement, in each case (of any of the ACQUISITION CORP. shall give prompt notice to the COMPANY of foregoing clauses (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii)) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery that would make the timely satisfaction of any notice condition set forth in Article VII impossible or reasonably unlikely. No notification given to the Company pursuant to this Section 7.7 6.4 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect any of the remedies available hereunder to any party receiving such noticerepresentations, warranties, covenants or obligations of Parent or Merger Sub contained in this Agreement.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT Parent of (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would reasonably be likely expected to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein Company set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Effective Time, and (iib) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person it hereunder. PARENT and the ACQUISITION CORP. Parent shall give prompt notice to the COMPANY Company of (ix) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT Parent or such ACQUISITION CORP. contained herein Merger Sub set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Effective Time, and (iiy) any material failure of PARENT Parent or such ACQUISITION CORP. Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.5 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect any remedies otherwise available to Parent or the remedies available hereunder Company, as applicable, or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any party receiving such noticerepresentation or warranty set forth herein, the Company Disclosure Schedule or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, or limit any right to indemnification provided herein.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall use its commercially reasonable efforts to give prompt notice to PARENT Parent to the extent that it acquires actual knowledge of (i) the occurrence or non-occurrence of any fact or event whose occurrence or non-occurrence, as the case may be, reasonably would be likely to cause any Offer Condition to fail to be satisfied at any time from the date of this Agreement to the Acceptance Time (except to the extent any Offer Condition refers to a specific date), (ii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (iii) any failure of the Company to comply with or timely satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Parent shall use its commercially reasonable efforts to give prompt notice to Company to the extent that it acquires actual knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS Parent contained herein in this Agreement to be untrue or inaccurate in any material respect at as of the date hereof or prior to as of the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER Parent or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 6.9 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT Parent of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which would be likely to cause (x) any representation or warranty of the COMPANY Company contained in this Agreement that is qualified as to materiality to be untrue or the STOCKHOLDERS contained herein inaccurate or any such representation or warranty that is not so qualified to be untrue or inaccurate in any material respect at or prior (y) the Company to be unable to comply in any material respect with any of its covenants or agreements contained in this Agreement or (z) any condition to the Closing Date or obligations of Parent to consummate the Funding and Consummation Date transactions contemplated by this Agreement becoming incapable of being satisfied and (ii) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.03(a) shall not limit or satisfied by such person hereunder. PARENT and otherwise affect the ACQUISITION CORP. remedies available to Parent under this Agreement. (b) Parent shall give prompt notice to the COMPANY Company of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which would be likely to cause (x) any representation or warranty of PARENT Parent or Merger Sub contained in this Agreement that is qualified as to materiality to be untrue or inaccurate or any such ACQUISITION CORP. contained herein representation or warranty that is not so qualified to be untrue or inaccurate in any material respect at or prior (y) Parent or Merger Sub to be unable to comply in any material respect with any of its covenants or agreements contained in this Agreement or (z) any condition to the Closing Date or obligations of the Funding and Consummation Date Company to consummate the transactions contemplated by this Agreement becoming incapable of being satisfied and (ii) any material failure of PARENT Parent or such ACQUISITION CORP. Merger Sub to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.03(b) shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticethe Company under this Agreement.

Notification of Certain Matters. The STOCKHOLDERS Globespan and the COMPANY Virata shall give prompt notice to PARENT ------------------------------- promptly notify each other of (i) the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which would be reasonably likely (A) to cause any representation of its representations or warranty of warranties contained in this Agreement or in the COMPANY or Exhibits, Schedules, disclosure letters and the STOCKHOLDERS contained herein other agreements and instruments delivered in connection herewith to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Effective Time or (B) to cause any of the Funding covenants, conditions or agreements to which it is subject under this Agreement or in the Exhibits, Schedules, disclosure letters and Consummation Date the other agreements and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement instruments delivered in connection herewith not to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT Globespan or such ACQUISITION CORP. Virata, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or pursuant to the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith in any material respect; provided, however, that no such notification shall affect the -------- ------- representations or warranties of any party or the conditions to the obligations of any party hereunder. The delivery Each of Globespan and Virata shall give prompt notice to the other party of any notice pursuant to or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeAgreement.

Notification of Certain Matters. The STOCKHOLDERS Between the date hereof and the COMPANY earlier of the Closing and the termination of this Agreement, the Company and the Seller shall give prompt written notice to PARENT Purchaser of (i) the occurrence or non-occurrence of any event fact, event, circumstance or condition that has resulted or would reasonably be expected to result in the occurrence or non-occurrence nonfulfillment of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein conditions to be untrue or inaccurate Purchaser’s obligations hereunder as set forth in any material respect at or prior to the Closing Date or the Funding Section 8.01 and Consummation Date and Section 8.03, (ii) any material failure of any STOCKHOLDER or the COMPANY such party to comply with or satisfy in a timely manner any covenant, condition or agreement to be complied with or satisfied by such party hereunder, (iii) any written notice from any Person alleging that the consent of such person hereunder. PARENT is required in connection with any of the transactions contemplated under this Agreement, (iv) any Action initiated by or against any of the Company, its Subsidiaries or any of their officers, directors, employees or stockholders in their capacity as such (and the ACQUISITION CORP. shall give prompt notice to the COMPANY thereafter, notify Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate ongoing material developments in any material respect at or prior to such Action and consult in good faith with Purchaser regarding the Closing Date or conduct of the Funding and Consummation Date defense thereof (without such consultation unreasonably delaying the course of action of the Company)), and (iiv) any material failure of PARENT notice or such ACQUISITION CORP. to comply other communication from any Governmental Authority in connection with or satisfy any covenant, condition or agreement to be complied with or satisfied the transactions contemplated by it hereunderthis Agreement. The delivery of any notice pursuant to this Section 7.7 6.15 shall not be deemed to (iA) modify the representations representations, warranties, covenants or warranties agreements hereunder of the Company, the Seller or the Company Disclosure Letter, or (B) cure, waive or prevent any partymisrepresentation, which modification may only be made pursuant to Section 7.8inaccuracy, (ii) modify the conditions untruth or breach of any representation, warranty, covenant or agreement set forth in Sections 8 and 9, this Agreement or (iii) limit or otherwise affect the remedies available hereunder failure to satisfy any party receiving such noticecondition set forth in Section 8.03.

Notification of Certain Matters. The STOCKHOLDERS From after the date hereof and until the COMPANY earlier to occur of the Closing Date or the termination of this Agreement, Parent shall give prompt notice to PARENT the Company and the Company shall give prompt notice to Parent, as the case may be, of (i) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be failure to occur is reasonably likely to cause (a)(i) any representation or warranty of the COMPANY such party contained in this Agreement that is qualified as to “materiality”, “Company Material Adverse Effect” or the STOCKHOLDERS “Parent Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Offer Closing or prior to the Closing Date or the Funding and Consummation Date and (iib) any material failure of any STOCKHOLDER Parent and Purchaser or the COMPANY to comply with or satisfy any covenantCompany, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and as the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. The In addition, from after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of any change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably likely to result in the failure of the Offer Conditions or any of the conditions set forth in Section 7.1 to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.7 shall 6.3 will not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to any the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Offer or the Merger. This Section 6.3 shall not constitute a covenant, agreement or obligation of the Company or Parent or the Purchaser, as the case may be, for purposes of Section 8.1(c)(i), Section 8.1(d)(i) or clause (v) of Exhibit A, as the case may be.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Seller shall promptly (and, in any event, within two (2) Business Days) give prompt notice to PARENT Buyer of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would or would be reasonably likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS Seller contained herein to be untrue or inaccurate in any material respect at any time at or prior to the Closing Date Closing, or the Funding and Consummation Date and which would constitute a Seller Material Adverse Change, (ii) any event which would reasonably be expected to cause any of the conditions in Article VI not to be fulfilled, or (iii) any material failure of any STOCKHOLDER or the COMPANY Seller to comply with or satisfy in a timely manner any covenant, condition or agreement to be complied with or satisfied by such person Seller hereunder. PARENT and the ACQUISITION CORP. . (b) Buyer shall promptly (and, in any event, within two (2) Business Days) give prompt notice to the COMPANY Seller of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would or would be reasonably likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. Buyer contained herein to be untrue or inaccurate in any material respect at any time at or prior to the Closing Date Closing, or the Funding and Consummation Date and which would constitute a Buyer Material Adverse Change, (ii) any event which would reasonably be expected to cause any of the conditions in Article VI not to be fulfilled, or (iii) any material failure of PARENT or such ACQUISITION CORP. Buyer to comply with or satisfy in a timely manner any covenant, condition or agreement to be complied with or satisfied by it Buyer hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to ARTICLE VIII and the COMPANY shall Closing, the Company will give prompt notice to PARENT of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause Parent upon becoming aware that any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at inaccurate, or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or failure by the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderpursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Section 7.03(a) and Section 7.03(b) to fail to be satisfied at the Effective Time. No such notification will affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Merger or the remedies available to the parties under this Agreement. The delivery terms and conditions of the Confidentiality Agreements apply to any notice information provided to Parent pursuant to this Section 7.7 shall not 6.17(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to ARTICLE VIII and the Closing, Parent will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any respect, or of any failure by Parent or Merger Sub to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions of the Company to consummate the Merger set forth in Section 7.02(a) and Section 7.02(b) to fail to be satisfied at the Effective Time. No such notification will affect or be deemed to (i) modify the representations any representation or warranties hereunder warranty of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions Parent or Merger Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the Merger or otherwise affect the remedies available hereunder to the parties under this Agreement. The terms and conditions of the Confidentiality Agreements apply to any party receiving such noticeinformation provided to the Company pursuant to this Section 6.17(b).

Notification of Certain Matters. The STOCKHOLDERS From and after the COMPANY date of this Agreement until the Effective Time, each party hereto shall give prompt notice to PARENT promptly notify the other parties hereto of (ia) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation condition to the obligations of any party to effect the Merger or warranty the UNC Merger not to be satisfied, (b) the failure of the COMPANY Company or Parent, as the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenantcase may be, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The pursuant to this Agreement which would be reasonably likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied, or (c) the failure of UNC to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to the UNC Merger Agreement (as defined below) which would be reasonably likely to result in any condition to the obligations of the Company to effect the transactions contemplated by the UNC Merger Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.07 shall not be deemed to (i) modify be an amendment of this Agreement or any Section in the representations or warranties hereunder Company Disclosure Schedule and shall not cure any breach of any party, which modification may only be made representation or warranty requiring disclosure of such matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) 6.07 shall limit or otherwise affect the remedies available hereunder to any the party receiving such notice, including the rights of Parent under Section 7.02(a) and those of the Company under Section 7.03(a), in the event that a representation or warranty made by the Company or Parent herein shall not be true and correct (giving effect to any standards of materiality set forth in such Sections) as of the date hereof or as of the date when made (if a different date) and as of the Effective Time.

Notification of Certain Matters. The STOCKHOLDERS (a) APHI and each of the COMPANY APHI Shareholders shall give prompt notice to PARENT Alpine and Refraco of (i) the occurrence occurrence, or non-occurrence occurrence, of any event of which it or he has actual knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS such APHI Shareholder contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Effective Time and (ii) any material failure of any STOCKHOLDER or the COMPANY APHI and such APHI Shareholder to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.2 shall not limit or otherwise affect the remedies available hereunder to the party receiving such person hereunder. PARENT notice. (b) Alpine and the ACQUISITION CORP. Refraco shall give prompt notice to APHI and the COMPANY APHI Shareholders of (i) the occurrence occurrence, or non-occurrence occurrence, of any event of which it has actual knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT Alpine or such ACQUISITION CORP. Refraco contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Effective Time and (ii) any material failure of PARENT Alpine or such ACQUISITION CORP. Refraco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 8.2 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY shall give prompt notice to PARENT MARINEMAX of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY as defined in Section 5 or the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Closing, and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT MARINEMAX and the ACQUISITION CORP. NEWCO shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT MARINEMAX or such ACQUISITION CORP. NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Closing, and (ii) any material failure of PARENT MARINEMAX or such ACQUISITION CORP. NEWCO to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe party delivering such notice, which modification may only be made pursuant to Section 7.8, ; (ii) modify the conditions set forth 25 31 in Sections 8 and 9, ; or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any event that would be reasonably likely to cause (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (iib) any material failure of PARENT the Company, Parent or such ACQUISITION CORP. Acquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The Parent shall give prompt notice to the Company of (c) the occurrence, or non-occurrence, of any event that would be reasonably likely to cause (i) any representation or warranty contained in the Split-Off Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement contained in the Split-Off Agreement not to be complied with or satisfied and (d) any failure of Parent, CCP or Allison, as the case may be, to comply with or satisfy any covenant, cxxxxxxxn or agreement to be complied with or satisfied by it under the Split-Off Agreement. No notice given by either party pursuant to this Section 6.4 to the other shall have any effect on the remedies available to such other party hereunder. Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 6.4 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS (a) Each of the Company and Parent shall promptly notify the COMPANY shall give prompt notice to PARENT other of (i) any written notice or other communication received by such party from any Person alleging that the occurrence consent of such Person is or non-occurrence may be required in connection with the Offer or the Merger, if the failure to obtain such consent would reasonably be expected to materially affect the consummation of the Offer or the Merger and (ii) any event Legal Proceedings commenced or, to such party’s Knowledge, threatened against, the occurrence Company or non-occurrence Parent or any of which would Parent’s Subsidiaries, that purport to materially impede or delay the consummation of the Offer or the Merger, or that make allegations that, if true, would, individually or in the aggregate, reasonably be likely expected to cause result in a Material Adverse Effect. (b) The Company shall promptly notify Parent of (i) any inaccuracy of any representation or warranty of the COMPANY or the STOCKHOLDERS Company contained herein to be untrue or inaccurate in any material respect at or prior to any time during the Closing Date or the Funding and Consummation Date term hereof and (ii) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, in each case if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in paragraph (c)(iii) or paragraph (c)(iv) of Annex I to fail to be satisfied at the then scheduled expiration of the Offer. The For the avoidance of doubt, the delivery of any notice pursuant to this Section 7.7 6.14(b) shall not affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder. (c) Parent shall promptly notify the Company of (i) modify the representations or warranties hereunder any inaccuracy of any party, which modification may only be made pursuant to Section 7.8, representation or warranty of Parent or Merger Sub contained herein in any material respect at any time during the term hereof and (ii) any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder, in each case if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement (including the Offer and the Merger). For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.14(c) shall not affect or be deemed to modify the conditions any representation or warranty of Parent or Merger Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or otherwise affect the remedies available hereunder to any party receiving such noticethe parties hereunder.

Notification of Certain Matters. The STOCKHOLDERS (a) FWAY and the COMPANY FWAY Stockholders shall give prompt notice to PARENT BIOF of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which has caused or would be likely to cause any representation or warranty by FWAY or any of the COMPANY or the STOCKHOLDERS FWAY Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to before the Closing Date or the Funding and Consummation Date and (ii) any material failure by FWAY or any of any STOCKHOLDER or the COMPANY FWAY Stockholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 SECTION 8.4(a) shall not be deemed to (i) modify the representations cure such breach or warranties hereunder of non-compliance by FWAY or any partyFWAY Stockholder, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to BIOF, or constitute an amendment of any party receiving representation, warranty or statement in this Agreement or the Company Disclosure Schedule. (b) BIOF shall give prompt notice to FWAY and the FWAY Stockholders of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which has caused or would be likely to cause any representation or warranty contained in this Agreement by BIOF to be untrue or inaccurate at or before the Closing Date and (ii) any failure by BIOF to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this SECTION 8.4(B) shall not cure such noticebreach or non-compliance by BIOF, as the case may be, limit or otherwise affect the remedies available hereunder to the FWAY or the FWAY Stockholders, or constitute an amendment of any representation, warranty or statement in this Agreement.

Notification of Certain Matters. The STOCKHOLDERS From and after the COMPANY date of this Agreement until the Effective Time, each party hereto shall give prompt notice to PARENT promptly notify the other parties hereto of (ia) the occurrence occurrence, or non-occurrence nonoccurrence, of any event the occurrence occurrence, or non-occurrence of which would be likely to cause (i) any representations or warranties made in this Agreement, or any information furnished in Parent Disclosure Schedule or the Company Disclosure Schedule, not to be accurate either at the time such representation or warranty is made, or such information is furnished, or at the time of the COMPANY or the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence such event, or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material condition to the obligations of any party to effect the Merger not to be satisfied, or (b) the failure of PARENT the Company or such ACQUISITION CORP. Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The pursuant to this Agreement which would be likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 7.7 6.06 shall not be deemed to (i) modify be an amendment of this Agreement or any Section in Parent Disclosure Schedule or the representations or warranties hereunder Company Disclosure Schedule and shall not cure any breach of any party, which modification may only be made representation or warranty requiring disclosure of such matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) 6.06 shall limit or otherwise affect the remedies available hereunder to any the party receiving such notice, including the rights of Parent under Section 7.02(a) and those of the Company under Section 7.03(a) in the event that a representation or warranty made by the Company or Parent herein shall not be true and correct as of the date hereof or as of the date when made (if a different date) and as of the Effective Time.

Notification of Certain Matters. The STOCKHOLDERS Company and the COMPANY Controlling Members shall give prompt notice to PARENT Parent and Sub of (i) the occurrence or non-occurrence discovery of any event the occurrence fact or non-occurrence of circumstance which would be likely to cause any representation or warranty contained in Article II to be untrue or inaccurate at or prior to the Closing, (ii) the occurrence or nonoccurrence of the COMPANY any event which would be likely to cause any representation or the STOCKHOLDERS warranty contained herein in Article II to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (iiiii) any material failure of any STOCKHOLDER the Company or the COMPANY Members to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunderthe Company or the Members hereunder or in any Ancillary Document. PARENT Parent and the ACQUISITION CORP. Sub shall give prompt notice to the COMPANY Company and the Controlling Members of (i) the occurrence or non-occurrence discovery of any event the occurrence fact or non-occurrence of circumstance which would be likely to cause any representation or warranty contained in Article III to be untrue or inaccurate at or prior to the Closing, (ii) the occurrence or nonoccurrence of PARENT any event which would be likely to cause any representation or such ACQUISITION CORP. warranty contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (iiiii) any material failure of PARENT Parent or such ACQUISITION CORP. Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderParent or Sub hereunder or in any Ancillary Document. The delivery of any notice pursuant to this Section 7.7 6.3 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8the party delivering such notice, (ii) modify the conditions set forth in Sections 8 Articles VII and 9, VIII or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice; provided, however, that if the Closing shall occur, then all matters disclosed pursuant to this Section 6.3 at or prior to the Closing shall be waived and no party shall be entitled to make a claim thereon pursuant to the terms of this Agreement.

Notification of Certain Matters. The STOCKHOLDERS (a) From the Agreement Date and ending at the COMPANY Transfer Time, Merck Serono shall give prompt written notice to PARENT BioMarin of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of Merck Serono contained in this Agreement, if made on or immediately following the COMPANY or the STOCKHOLDERS contained herein to be date of such event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect, (ii) any material failure of Merck Serono or any STOCKHOLDER or the COMPANY of its Affiliates to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice or other communication from any Person alleging that the consent of such person hereunder. PARENT Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (iv) any Proceeding pending or, to Merck Serono’s knowledge, threatened against a Party relating to the transactions contemplated by this Agreement. (b) From the Agreement Date and ending at the ACQUISITION CORP. Transfer Time, BioMarin shall give prompt written notice to the COMPANY Merck Serono of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of PARENT BioMarin contained in this Agreement, if made on or immediately following the date of such ACQUISITION CORP. contained herein to be event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect, (ii) any material failure of PARENT BioMarin or such ACQUISITION CORP. any of its Affiliates to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery of , (iii) any notice pursuant or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (v) any Proceeding pending or, to BioMarin’s knowledge, threatened against a Party relating to the transactions contemplated by this Agreement. No such notice, nor any information obtained therefrom, under this Section 7.7 6.04 shall not be deemed to (i) modify the representations or warranties hereunder cure any breach of any partyrepresentation or warranty made in this Agreement, which modification may only be made the compliance with any covenant set forth herein or any rights to indemnification pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such notice8.01 of this Agreement.

Notification of Certain Matters. The STOCKHOLDERS (a) Each of the Company and the COMPANY Selling Members shall give prompt notice to PARENT Purchaser of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would reasonably be likely expected to cause any representation or warranty of the COMPANY or Company and/or the STOCKHOLDERS contained herein Selling Members set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Effective Time, (ii) any material failure of any STOCKHOLDER the Company or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Selling Members to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. , and (iii) any other event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 6 impossible or unlikely. (b) Purchaser shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of Purchaser set forth in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (iii) any other event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 6 impossible or unlikely. (c) The delivery of any notice pursuant to this Section 7.7 5.2 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies otherwise available hereunder to any party, or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by any party receiving such noticepursuant to this Section 5.2 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein, the Disclosure Schedule or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, or limit any right to indemnification provided herein.

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

Notification of Certain Matters. The STOCKHOLDERS Each of the Purchasers and the COMPANY shall Sellers agrees to give prompt notice to PARENT of each other of, and to use their respective reasonable best efforts to prevent or promptly remedy, (iA) the occurrence or non-failure to occur or the impending or threatened occurrence or failure to occur, of any event the which occurrence or non-occurrence of which failure to occur would be likely to cause any representation of its representations or warranty of the COMPANY or the STOCKHOLDERS contained herein warranties in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date or the Funding and Consummation Date Merger 1 Effective Time and (iiB) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 7.7 Paragraph 8(h) shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice. (i) CORRECTIONS TO THE JOINT PROXY STATEMENTS/PROSPECTUS AND REGISTRATION STATEMENT. Prior to the date of approval of the Mergers by the Sellers' respective stockholders, each of the Purchasers and Sellers shall correct promptly any information provided by it to be used specifically in the Joint Proxy Statements/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statements/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statements/Prospectus as so corrected to be disseminated to the stockholders of the Sellers, in each case to the extent required by applicable law.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Seller shall give prompt notice to PARENT promptly notify Buyer of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which that would reasonably be likely expected to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein Seller set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or such that the Funding and Consummation Date and condition in Section 2.6(b)(i) would not be satisfied, (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. hereunder such that the condition in Section 2.6(b)(ii) would not be satisfied, and (iii) the occurrence or failure of any event, that, individually or in the aggregate, results in or is reasonably likely to result in, a Material Adverse Effect. (b) Buyer shall promptly notify Seller of (i) the occurrence or non-occurrence of any event that would cause any representation or warranty of Buyer set forth in this Agreement to be untrue or inaccurate at or prior to the Closing such that the condition in Section 2.6(c)(i) would not be satisfied, and (ii) any failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the condition in Section 2.6(c)(ii) would not be satisfied. (c) The delivery of any notice pursuant to this Section 7.7 6.4 shall not be deemed to (i) modify affect or modify, amend or supplement any representation or warranty set forth herein or the representations Disclosure Letter, or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth to the obligations of the Parties to consummate the Transactions in Sections 8 accordance with the terms and 9conditions hereof, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticethe Parties hereunder.

Notification of Certain Matters. (a) The STOCKHOLDERS BSC Parties will give prompt written notice to the Stockholders' Representative and the COMPANY shall give prompt notice to PARENT Trust of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of a BSC Party contained in this Agreement, if made on or immediately following the COMPANY or the STOCKHOLDERS contained herein to be date of such event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and inaccurate, (ii) any material failure of a BSC Party, or any STOCKHOLDER or the COMPANY Affiliate of a BSC Party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such person hereunder. PARENT it hereunder or any event or condition that would otherwise reasonably be expected to result in the nonfulfillment of any of the conditions to the obligations of the Stockholders' Representative or the Trust hereunder or (iii) any Action pending or, to Parent, Scimed or the Company's knowledge, threatened against a Party or the Parties, relating to this Agreement or the transactions contemplated hereby. (b) The Trust and the ACQUISITION CORP. shall Stockholders' Representative will give prompt written notice to the COMPANY Parent of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of PARENT the Stockholders' Representative or the Trust contained in this Agreement, if made on or immediately following the date of such ACQUISITION CORP. contained herein to be event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and inaccurate, (ii) any material failure of PARENT the Stockholders' Representative or such ACQUISITION CORP. the Trust to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery hereunder or any event or condition that would otherwise reasonably be expected to result in the nonfulfillment of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, to the obligations of the BSC Parties hereunder or (iii) limit any Action pending or, to Parent, Scimed or otherwise affect the remedies available hereunder Company's knowledge, threatened against a Party or the Parties, relating to any party receiving such noticethis Agreement or the transactions contemplated hereby.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Grace shall use reasonable efforts to give prompt notice to PARENT Buyer, and Buyer shall use reasonable efforts to give prompt notice to Grace of any of the following events that occur between the date of this Agreement and the Closing as to which they obtain actual knowledge: (ia) the occurrence or non-non- occurrence of any event event, the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to respect, and (b) any failure of the Closing Date Selling Companies or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Buying Companies, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder in any material respect; provided, however, that the delivery of any notice pursuant to this Section 7.7 8.9 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.. In addition, the Selling Companies will use reasonable efforts to promptly supplement or amend the Schedules with respect to any matter that they obtain actual knowledge of, hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the attached Schedules. No supplement or amendment of the attached Schedules made pursuant to this Section 8.9 shall be deemed to cure any breach of any representation or warranty made in this Agreement or limit in any way the purchase price adjustment set forth in Section 4.B.

Notification of Certain Matters. The STOCKHOLDERS and During the COMPANY Pre-Closing Period, the Company or Acquiror, as the case may be, shall give prompt notice notice, after such party obtains actual knowledge thereof, to PARENT of the other party of: (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the COMPANY Company or Acquiror, respectively and as the STOCKHOLDERS case may be, contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time, in each case, such as would (x) in the case of the Company, reasonably be expected to be material to the Company or (y) prevent the Funding and Consummation Date satisfaction of the conditions set forth in Section 2.2(b) or Section 2.2(c), as applicable; provided, however, that the Company’s or Acquiror’s, as applicable, failure to give notice under this Section 7.10 shall not to be deemed a breach of covenant under this Section 7.10, but shall instead constitute only a breach of the underlying representation or warranty; and (iib) any material failure of any STOCKHOLDER the Company or Acquiror, respectively and as the COMPANY case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 7.10 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iiia) limit or otherwise affect the any remedies available hereunder to any the party receiving such noticenotice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure -53- by or on behalf of the Company pursuant to this Section 7.10 shall be deemed to qualify, limit, waive, modify, amend or supplement any representation, warranty, or covenant contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions of this Agreement, or the rights of Acquiror or any Indemnified Party under this Agreement, except to the extent set forth in the Disclosure Schedule or expressly waived pursuant to the terms of this Agreement.

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

Notification of Certain Matters. 5.7.1 The STOCKHOLDERS Stockholders and the COMPANY shall give prompt notice to PARENT ATOW of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS Stockholders contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER Stockholders or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT hereunder with respect to the occurrence in the Ordinary Course of Business of any event which would cause Schedules 3.11, 3.12 or 3.15 to be incorrect. 5.7.2 ATOW and the ACQUISITION CORP. ATOWSUB shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. ATOW and ATOWSUB contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. ATOWSUB to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. . 5.7.3 The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe Party delivering such notice, which modification may only be made pursuant to Section 7.8, 5.8; (ii) modify the conditions set forth in Sections 8 6 and 9, 7; or (iii) limit or otherwise affect the remedies available hereunder to any party the Party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Compass shall give prompt written notice to PARENT Shareholder of the following: (i) the occurrence or non-occurrence nonoccurrence of any event the whose occurrence or non-occurrence of which nonoccurrence would be reasonably likely to cause either (A) any representation or warranty of the COMPANY or the STOCKHOLDERS Compass contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date (assuming that each representation and warranty was re-affirmed as of each day between the date hereof and the Closing Date, inclusive), or the Funding and Consummation Date and (B) directly or indirectly, any Material Adverse Effect; or (ii) any material failure of Compass, any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The . (b) Shareholder shall give prompt written notice to Compass of the following: (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be reasonably likely to cause either (A) any representation or warranty of Shareholder contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing (assuming that each representation and warranty was re-affirmed as of each day between the date hereof and the Closing Date, inclusive); or (B) directly or indirectly, any Material Adverse Effect; (ii) any material failure of Shareholder or any employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not waive or release Compass or Shareholder, as the case may be, from their representations, warranties, covenants or agreements under this Agreement, except as they may be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth modified and approved in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeaccordance with this Agreement.

Notification of Certain Matters. The STOCKHOLDERS Seller and the COMPANY Company shall give prompt notice to PARENT Purchaser of (i) the occurrence (or non-occurrence occurrence) of any event of which Seller and the Company has Knowledge, the occurrence (or non-occurrence occurrence) of which would be likely to cause any representation or warranty of regarding Seller, the COMPANY Company or the STOCKHOLDERS any Subsidiary contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to and of the Closing Date or the Funding and Consummation Date and (ii) occurrence of any material failure of Seller, the Company or any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder such that any condition in Article VII would not be satisfied; and Purchaser shall give prompt notice to Seller of the occurrence (or non-occurrence) of any event of which Purchaser has Knowledge, the occurrence (or non-occurrence) of which would be likely to cause any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect and of the occurrence of any material failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that any condition in Article VII would not be satisfied; provided, however, that (x) delivery of any notice pursuant to this Section 7.7 6.6 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to either Party hereunder, (y) shall not constitute an admission by the Party delivering such notice that any party receiving such noticerepresentation or warranty has been breached and (z) shall not affect or be deemed to modify any representation or warranty contained in this Agreement (or any exhibit, schedule, or certificate delivered pursuant to this Agreement) or the conditions to the Parties to consummate the transactions contemplated hereby.

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

Notification of Certain Matters. The STOCKHOLDERS (a) From the date hereof through the Closing, the SC Shareholders on the one hand, and Nextera and Canadian Buyer on the COMPANY other hand, shall give prompt notice to PARENT the other of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or non-occurrence of which failure would be likely to cause any representation or warranty of the COMPANY contained in this Agreement or the STOCKHOLDERS contained herein in any exhibit or schedule hereto to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of such party, or any STOCKHOLDER of its respective affiliates or the COMPANY to comply with or satisfy any covenantRepresentatives, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of under this Agreement or any notice pursuant to this Section 7.7 exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to (icure any breach of a representation, warranty, covenant or agreement or to satisfy any condition except as otherwise provided in Section 6.5(b) modify the representations or warranties hereunder hereof. The SC Shareholders shall promptly notify Canadian Buyer of any partyDefault, which modification the threat or commencement of any Action, or any development that occurs before the Closing that could in any way materially affect Sibson Canada, the Canadian Assets or the Canadian Business. The Buyer and Nextera shall promptly notify the SC 53 -48- Shareholders of any default, the threat or commencement of any action, or any development that occurs before the Closing that could in any way materially affect the Canadian Buyer or Nextera, individually, or their respective business and operations. (b) Anything in Section 6.5(a) to the contrary notwithstanding, if any event not expressly contemplated by this Agreement occurs at any time between the date hereof and the Closing Date that would result in any representation or warranty made by the SC Shareholders, on the one hand, and Canadian Buyer and Nextera, on the other hand, not being true in any material respect on the Closing Date, such parties shall promptly give written notice of such event to such other parties. Following receipt of such notice, the parties receiving notice shall have no obligation to consummate the transactions contemplated hereby and the SC Shareholders, on the one hand, or Canadian Buyer and Nextera, on the other hand, may only be made terminate this Agreement pursuant to Article XIII hereof; provided, however, that if such parties consummate the transactions contemplated hereby, such parties shall not have any indemnification rights hereunder relating to or arising out of, the subject matter of the event described in any written notice validly given pursuant to this Section 7.86.5(b) and; provided, (iifurther, that the giving of any notice by a party pursuant to this Section 6.5(b) modify shall not relieve such party of any liability for breach of any covenant hereunder or the conditions set forth in Sections 8 and 9, failure of any representation or (iii) limit or otherwise affect the remedies available warranty of such party hereunder to any party receiving such noticebe true and correct as of the date hereof.

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) PHI shall give prompt written notice to PARENT Century of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which causes or would be reasonably likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Section 3 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Closing; and (ii) any material failure of any STOCKHOLDER PHI or the COMPANY PTI to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with at or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. prior to Closing. (b) Century shall give prompt written notice to the COMPANY PHI of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which causes or would be reasonably likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in Section 4 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Closing; and (ii) any material failure of PARENT or such ACQUISITION CORP. Century to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with at or satisfied by it hereunder. prior to Closing. (c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, the party delivering such notice; (ii) modify the conditions any condition to closing set forth in Sections 8 and or 9, ; or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice; provided, however, that if the Closing shall occur, then all matters disclosed pursuant to this Section at or prior to the Closing shall be waived and no party shall be entitled to make a claim thereon pursuant to the terms of this Agreement.

Notification of Certain Matters. The STOCKHOLDERS From and after the COMPANY ------------------------------- date of this Agreement until the Effective Time, each party hereto shall give prompt notice to PARENT promptly notify the other parties hereto of (ia) the occurrence occurrence, or non-occurrence non- occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation condition to the obligations of any party to effect the Merger or warranty the UNC Merger not to be satisfied, (b) the failure of the COMPANY Company or Parent, as the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenantcase may be, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderpursuant to this Agreement which would be reasonably likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied, or (c) the failure of UNC to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to the UNC Merger Agreement (as defined below) which would be reasonably likely to result in any condition to the obligations of the Company to effect the transactions contemplated by the UNC Merger Agreement not to be satisfied; provided, however, that the delivery -------- ------- of any notice pursuant to this Section 6.07 shall not be deemed to be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement. The No delivery of any notice pursuant to this Section 7.7 6.07 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice, including the rights of Parent under Section 7.02(a) and those of the Company under Section 7.03(a), in the event that a representation or warranty made by the Company or Parent herein shall not be true and correct (giving effect to any standards of materiality set forth in such Sections) as of the date hereof or as of the date when made (if a different date) and as of the Effective Time.

Notification of Certain Matters. The STOCKHOLDERS VEO and the COMPANY Principal Shareholders shall give prompt notice to PARENT C1 of (i) the occurrence or non-occurrence of any event event, the occurrence or non-non- occurrence of which would be is likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS VEO and C1, respectively, contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Effective Time and (ii) any material failure of any STOCKHOLDER VEO or C1, as the COMPANY case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any all material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy respects any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.10 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to any the party receiving such notice. No disclosure by VEO pursuant to this Section 5.10 shall be deemed to amend or supplement the VEO Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant. C1 shall give prompt notice to VEO of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of C1 and VEO, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of C1 or VEO, as the case may be, to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice. No disclosure by C1 pursuant to this Section 5.10 shall be deemed to amend or supplement the C1 Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Compass shall give prompt written notice to PARENT UFF of the following: (i) the occurrence or non-occurrence nonoccurrence of any event the whose occurrence or non-occurrence of which nonoccurrence would be reasonably likely to cause either (A) any representation or warranty of the COMPANY or the STOCKHOLDERS Compass contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date (assuming that each representation and warranty was re-affirmed as of each day between the date hereof and the Closing Date, inclusive), or the Funding and Consummation Date and (B) directly or indirectly, any Material Adverse Effect (as defined below); or (ii) any material failure of Compass or any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (b) UFF shall give prompt written notice to Compass of the following: (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be reasonably likely to cause either (A) any representation or warranty of UFF contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing (assuming that each representation and warranty was re-affirmed as of each day between the date hereof and the Closing Date, inclusive); or (B) directly or indirectly, any Material Adverse Effect; (ii) any material failure of UFF or any employee or agent thereof to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) In the event that either Compass or UFF is required to deliver a written notice pursuant to subsection (a) or (b) above, respectively, such party shall, immediately after delivery of such notice, deliver to the other party a revised Schedule updating such representation or warranty. The receiving party shall review the Schedule and within twenty-four (24) hours after its receipt elect to either (i) approve the Schedule for attachment to this Agreement and treat such Schedule as if it had been delivered and attached to this Agreement as of the Schedule Delivery Date, or (ii) treat such Schedule and the events giving rise to such Schedule as a breach of such related representation or warranty in accordance with the terms of this Agreement; provided, however, that any events which are permitted to occur between the date hereof and the Closing, pursuant to the terms of this Agreement, shall in no event be treated as a breach of a representation or warranty hereunder. (d) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not waive or release Compass or UFF, as the case may be, from its representations, warranties, covenants or agreements under this Agreement, except as they may be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth modified and approved in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeaccordance with this Agreement.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT Parent and Merger Subsidiary of (i) the occurrence or non-occurrence of any event the whose occurrence or non-occurrence of which would be likely to cause (i) any representation or warranty of made by the COMPANY Company or the STOCKHOLDERS DSS Cleared Company contained herein in this Agreement which is qualified as to Material Adverse Effect to be untrue or inaccurate at any time from the date hereof to the Effective Time, (ii) any other representation or warranty made by the Company or the DSS Cleared Company contained in this Agreement to be untrue or inaccurate at any material respect time from the date hereof to the Effective Time (other than such untruth or inaccuracy which would not, individually or in the aggregate, have a Material Adverse Effect), (iii) any condition set forth in Section 7.1 or 7.3 to be unsatisfied at or prior any time from the date hereof to the Closing Date or the Funding and Consummation Date and (iiiv) any material failure on the part of any STOCKHOLDER the Company or the COMPANY DSS Cleared Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. . (b) Parent shall give prompt notice to the Company of the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause (i) any representation or warranty made by Parent or Merger Subsidiary contained in this Agreement which is qualified as to materiality to be untrue or inaccurate at any time from the date hereof to the Effective Time, (ii) any other representation or warranty made by Parent or Merger Subsidiary contained in this Agreement to be untrue or inaccurate in a material respect at any time from the date hereof to the Effective Time, (iii) any condition set forth in Section 7.1 or 7.2 to be unsatisfied at any time from the date hereof to the Closing Date or (iv) any failure on the part of the Parent or Merger Subsidiary to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) The delivery of any notice pursuant to this Section 7.7 6.4 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such noticenotice or the right of such party to terminate this Agreement.

Notification of Certain Matters. The STOCKHOLDERS Stockholders and the COMPANY Company shall give prompt notice to PARENT ARS of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the COMPANY Company or the STOCKHOLDERS any Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing Date or on the Funding and Consummation IPO Closing Date and (iib) any material failure of any STOCKHOLDER Stockholder or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by that Person hereunder, provided that no such person hereunder. PARENT notice shall be required until ARS shall give notice to the Company and the ACQUISITION CORPStockholders of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Company or any Company Subsidiary, as the case may be, of any condition or state of facts which would cause any of Sections 4.16, 4.17, 4.18, 4.19 and 4.21 of the Disclosure Statement to be incorrect. ARS shall give prompt notice to the COMPANY Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of PARENT ARS or such ACQUISITION CORP. Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or on the Funding and Consummation IPO Closing Date and (iib) any material failure of PARENT ARS or such ACQUISITION CORP. Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery -43- of any notice pursuant to this Section 7.7 6.07 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering that notice, or any other party, which modification may only be made only pursuant to Section 7.86.08, (iib) modify the conditions set forth in Sections 8 and 9, Article VII or (iiic) limit or otherwise affect the remedies available hereunder to any the party receiving such that notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY shall Tichxxxx xxxll give prompt notice to PARENT Parent (or Heftel after consummation of the Assignment Agreement) of (ia) any representation or warranty contained in Article 3 being untrue or inaccurate when made, (b) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which development that would cause (or could reasonably be likely expected to cause cause) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Article 3 to be untrue or inaccurate in any material respect at or prior to on the Closing Date Date, or the Funding and Consummation Date and (iic) any material failure of any STOCKHOLDER or the COMPANY to Tichxxxx xx comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenantcondition, condition or agreement to be complied with or satisfied by it hereunder. The delivery Parent shall give prompt notice to Tichxxxx xx (a) any representation or warranty made by Parent in Section 4.1 being untrue or inaccurate when made, (b) the occurrence of any notice pursuant event or development that would cause (or could reasonably be expected to this cause) any representation or warranty made by Parent in Section 7.7 shall not 4.1 to be deemed to (i) modify untrue or inaccurate on the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9Closing Date, or (iiic) limit any failure of Parent to comply with or otherwise affect satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder. Heftel shall give prompt notice to Tichxxxx xx (a) any representation or warranty by Heftel contained in Section 4.2 being untrue or inaccurate when made, (b) the remedies available hereunder occurrence of any event or development that would cause (or could reasonably be expected to cause) any party receiving such noticerepresentation or warranty by Heftel contained in Section 4.2 to be untrue or inaccurate on the Closing Date, or (c) any failure of Heftel to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder.

Notification of Certain Matters. The STOCKHOLDERS and Prior to the COMPANY Subsequent Closing, the Company shall give prompt notice to PARENT of the Purchaser, promptly upon becoming aware of: (i) the occurrence of a material adverse change in the Condition of the Company; (ii) any occurrence, or non-occurrence failure to occur, of any event the event, which occurrence or non-occurrence of which would failure to occur has caused or could reasonably be likely expected to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Subsequent Closing Date Date; or the Funding and Consummation Date and (iiiii) any material failure on the part of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person party hereunder; PROVIDED THAT the delivery of any notice pursuant to this Section 8.12 shall not limit or otherwise affect the remedies available hereunder to the Purchaser. PARENT and Prior to the ACQUISITION CORP. Subsequent Closing, the Purchaser shall give prompt notice to the COMPANY of Company, promptly upon becoming aware of: (i) the occurrence of a material adverse change in the Condition of the Purchaser; (ii) any occurrence, or non-occurrence failure to occur, of any event the event, which occurrence or non-occurrence of which would failure to occur has caused or could reasonably be likely expected to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Subsequent Closing Date Date; or the Funding and Consummation Date and (iiiii) any material failure on the part of PARENT or such ACQUISITION CORP. the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it such party hereunder. The ; PROVIDED THAT the delivery of any notice pursuant to this Section 7.7 8.12 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticethe Company.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY Seller shall give prompt notice to PARENT the Buyer of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS Seller contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (iib) any material failure of any STOCKHOLDER or the COMPANY Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person the Seller hereunder. PARENT and The delivery of any notice pursuant to this Section 6.14(a) shall not, without the ACQUISITION CORP. express written consent of the Buyer, be deemed to (x) modify the representations or warranties hereunder of the Seller, (y) modify the conditions set forth in Section 7 or (z) limit or otherwise affect the remedies available hereunder to the Buyer. (b) The Buyer shall give prompt notice to the COMPANY Seller of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. the Buyer contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (iib) any material failure of PARENT or such ACQUISITION CORP. the Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it the Buyer hereunder. The delivery of any notice pursuant to this Section 7.7 6.14(b) shall not not, without the express written consent of the Seller, be deemed to (ix) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8the Buyer, (iiy) modify the conditions set forth in Sections Section 8 and 9, or (iiiz) limit or otherwise affect the remedies available hereunder to any party receiving such noticethe Seller.

Notification of Certain Matters. (a) The STOCKHOLDERS Company and the COMPANY Stockholders shall give prompt notice to PARENT UniCapital of (i) the occurrence or non-occurrence of any event known to any Stockholder or the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Merger Effective Date and (ii) any material failure of any STOCKHOLDER Stockholder or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. . (b) UniCapital shall give prompt notice to the COMPANY each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in Article 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Merger Effective Date and (ii) any material failure of PARENT or such ACQUISITION CORP. UniCapital to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. . (c) The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe party delivering such 44 notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS Each of the Purchasers and the COMPANY shall Sellers agrees to give prompt notice to PARENT of each other of, and to use their respective reasonable best efforts to prevent or promptly remedy, (iA) the occurrence or non-failure to occur or the impending or threatened occurrence or failure to occur, of any event the which occurrence or non-occurrence of which failure to occur would be likely to cause any representation of its representations or warranty of the COMPANY or the STOCKHOLDERS contained herein warranties in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date or the Funding and Consummation Date Merger 1 Effective Time and (iiB) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 7.7 Paragraph 8(h) shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice. (i) CORRECTIONS TO THE JOINT PROXY STATEMENTS/PROSPECTUS AND REGISTRATION STATEMENT. Prior to the date of approval of the Mergers by the Sellers' respective stockholders, each of the Purchasers and Sellers shall correct promptly any information provided by it to be used specifically in the Joint Proxy Statements/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statements/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statements/Prospectus as so corrected to be disseminated to the stockholders of the Sellers, in each case to the extent required by applicable law.

Notification of Certain Matters. The STOCKHOLDERS and (a) Each of the COMPANY Selling Shareholders shall give prompt notice to PARENT Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event the whose occurrence or non-occurrence of which would be likely to cause either (A) (x) any representation or warranty of on its part contained in this Agreement or in any certificate delivered by it in connection with the COMPANY or the STOCKHOLDERS contained herein Initial Closing to be untrue or inaccurate incorrect in any respect at any time from the date the relevant representation and warranty is first given until the Initial Closing Date and (y) any representation or warranty on its part in Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.7 and 5.32 to the extent required by this Agreement to be true and correct in material respects at the date of the relevant Closing, or in connection with any certificate delivered by it in connection any other Closing to be untrue or incorrect in any material respect at or prior aspect from the Initial Closing Date to the relevant subsequent Closing Date or (B) any condition to be performed by or otherwise relating to such Selling Shareholder set forth in Article 8 to be unsatisfied in any respect at any time from the Funding and Consummation date hereof to any Closing Date and (ii) any material failure of such Selling Shareholder, the Company or any STOCKHOLDER director, commissioner, employee or agent of such Selling Shareholder or of the COMPANY to comply with or satisfy any covenantCompany, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that (i) the delivery of any notice pursuant to this Section 7.7 7.4 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice nor shall any delivery of any notice be deemed to affect any representation and warranty or the Disclosure Schedule hereunder unless such delivery occurs as a formal amendment to the Disclosure Schedule on or before the date being twenty-five (25) calendar days prior to the proposed date of the Initial Closing; and (ii) notice shall not be required from and after the time the party to whom such notice is to be given has actual knowledge of the information required to be included in such notice.

Notification of Certain Matters. The STOCKHOLDERS Between the date of this Agreement and the COMPANY Closing, each Entity shall give prompt notice to PARENT the other Entity of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or non-occurrence of which failure would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date or the Funding and Consummation Date and (ii) any material failure of the Entity or any STOCKHOLDER Affiliate, officer, director, employee, agent or stockholder of the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Entity to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 ; PROVIDED, HOWEVER, that such disclosure shall not be deemed to (i) modify cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. During the representations or warranties hereunder same period, the Entity shall promptly notify the other Entity of the occurrence of any party, which modification breach of the Entity of any covenant in this Article 6 or of the occurrence of any event that may only be made pursuant to Section 7.8, (ii) modify make the satisfaction of the conditions set forth in Sections Article 8 and 9impossible or unlikely. Should any such fact or condition require any change in any Disclosure Schedule if the Disclosure Schedule were dated the date of the occurrence or discovery of any such fact or condition, the Entity making such change will promptly deliver to the other Entity a supplement to the Disclosure Schedule specifying such change; PROVIDED, HOWEVER, that such delivery shall not be deemed to cure any breach of a representation, warranty, covenant or (iii) limit agreement or otherwise affect the remedies available hereunder to satisfy any party receiving such noticecondition.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Such Seller shall give prompt notice to PARENT Purchaser of the following: (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which that would be likely to cause either (A) any representation or warranty of such Seller contained in this Agreement, or in connection with the COMPANY or the STOCKHOLDERS contained herein transactions contemplated hereunder, to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date for such Seller’s Assets, or the Funding and Consummation Date and (B) directly or indirectly, any Material Adverse Effect; or (ii) any material failure of such Seller, or any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; or (iii) any proposal together with the terms thereof, however communicated and in whatever form transmitted, regarding (A) any merger of such Seller into or with another Person, (B) any purchase or sale of any material portion of its Assets or the equity interest in such Seller, (C) any other similar business combination or transaction involving such Seller or any Affiliate of such Seller, or (D) any other indication of interest on the part of any Person with respect to any of the foregoing. (b) Purchaser shall give prompt notice to the Sellers of the following: (i) the occurrence or nonoccurrence of any event that would be likely to cause any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date of such Seller’s Assets; or (ii) any material failure of Purchaser, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS From and after the COMPANY date hereof until consummation of the Final Closing, Seller shall give prompt notice to PARENT of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding Buyer, and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. Buyer shall give prompt notice to the COMPANY Seller, upon receiving Knowledge of (ia) any notice, complaint, investigation or hearing (or communications indicating that the occurrence or non-occurrence same may be contemplated) of any Governmental Authority in connection with this Agreement or the transactions contemplated hereby, (b) any written notice of any Person (other than a Governmental Authority) alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (c) any actions, suits, claims, investigations or proceedings commenced or, to 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 this Agreement or the transactions contemplated hereby, (d) any fact, event the occurrence or non-occurrence of which circumstance that would or would be reasonably likely to cause or constitute a breach of any representation of its representations, warranties, covenants or warranty of PARENT agreements contained herein, or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (iie) any material change, effect or circumstance that would reasonably be expected to give rise to a failure of PARENT a condition precedent in Section 7.1, Section 7.2 (in the case of Seller) or Section 7.3 (in the case of Buyer); provided, however, that no such ACQUISITION CORP. to comply with notification shall affect the representations, warranties, covenants or satisfy any covenant, condition agreements of the parties herein or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, to the obligations of the parties hereunder or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeparty. Promptly following distribution to or receipt from any regulatory and/or law enforcement agency, civil plaintiff or HNR Stockholder, as applicable, Seller shall provide Buyer with all documents related to any communication or request for information, including any pleadings, court documents or correspondence, to or from any regulatory and/or law enforcement agency, civil plaintiff or HNR Stockholder regarding a violation or potential violation of any Law by HNR or any of its Subsidiaries or, to the extent accessible by HNR or Seller, by Petrodelta or any of its Subsidiaries, or any of their respective directors, officers, employees, or, to Seller’s Knowledge, Representatives.

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

Notification of Certain Matters. The STOCKHOLDERS and From the COMPANY date hereof through the earlier of the Closing Date or the date of termination of this Agreement in accordance with ARTICLE VII, the Sellers shall give prompt notice to PARENT Buyer, and Buyer shall give prompt notice to the Sellers, of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of known to it which would reasonably be likely to expected to, individually or in the aggregate, (i) in the case of the Sellers, result in a Company Material Adverse Change or Seller Material Adverse Change, or, in the case of Buyer, significantly impair or delay the consummation of the transactions contemplated hereby or by any Transaction Document, or (ii) cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein condition set forth in ARTICLE VI to be untrue or inaccurate in unsatisfied at any material respect at or time prior to the Closing Date or incapable of being satisfied or delay or frustrate the Funding and Consummation Date and Closing in any respect; (iib) any material failure Action or Proceeding pending or, to the Knowledge of the Sellers or the Knowledge of Buyer (as the case may be), threatened, which questions or challenges the validity of this Agreement or seeks to enjoin the consummation of the transactions contemplated hereby; or (c) any fact or circumstance that would result in any breach or inaccuracy of any STOCKHOLDER or of such Party’s representations and warranties under this Agreement; provided, however, that the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.4 shall not be deemed to (iA) modify the representations qualify, modify, amend or warranties hereunder otherwise affect any representations, warranties, covenants or other agreements of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions party hereto set forth in Sections 8 this Agreement, any Transaction Document, or any certificate or other instrument delivered in connection with the transactions contemplated hereby and 9the other transactions contemplated hereby or thereby, (B) amend or otherwise affect the Disclosure Schedules hereto, (C) waive any applicable closing condition, or (iiiD) limit or otherwise affect the remedies available hereunder to any the party receiving such notice, nor shall the party giving such notice be prejudiced with respect to any such matters solely by virtue of having given such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Street shall give prompt notice to PARENT Select of (i) the occurrence or non-occurrence of any event event, the occurrence or non-non- occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS Street and Select, respectively, contained herein in this Agreement to be untrue or inaccurate inaccurate, such that the condition set forth in any material respect at or prior to the Closing Date or the Funding and Consummation Date Section 6.2(a) would not be satisfied and (ii) any material failure of any STOCKHOLDER Street or Select, as the COMPANY case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any all material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy respects any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.10 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to any the party receiving such notice. No disclosure by Street pursuant to this Section 5.10 shall be deemed to amend or supplement the Street Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Select shall give prompt notice to Street of (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of would cause any representation or warranty of Select and Street, respectively, contained in this Agreement to be untrue or inaccurate, such that the condition set forth in Section 6.3(a) would not be satisfied and (ii) any failure of Select or Street, as the case may be, to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice. No disclosure by Select pursuant to this Section 5.10 shall be deemed to amend or supplement the Select Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Directors' and Officers' Indemnification.

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Sellers shall give prompt notice to PARENT promptly notify Buyers of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which that would reasonably be likely expected to cause any representation or warranty of the COMPANY Sellers or the STOCKHOLDERS contained herein their Subsidiaries set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Closing, (ii) any material failure of any STOCKHOLDER Sellers or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. their Subsidiaries to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. hereunder in any material respect, and (iii) the occurrence or failure of any event, that, individually or in the aggregate, results in or would reasonably be expected to result in, a Business Material Adverse Effect. (b) Buyers shall promptly notify Sellers of (i) the occurrence or non-occurrence of any event that would cause any representation or warranty of Buyers set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing, and (ii) any failure of Buyers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect. (c) The delivery of any notice pursuant to this Section 7.7 8.4 shall not be deemed to (i) modify affect or modify, amend or supplement any representation or warranty set forth herein or the representations Sellers Disclosure Schedule, or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth to the obligations of the Parties to consummate the Transactions in Sections 8 accordance with the terms and 9conditions hereof, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticethe Parties hereunder.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY FMI shall give prompt notice to PARENT promptly notify Purchaser of (i) the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which FMI has knowledge which would be reasonably likely (A) to cause any representation or warranty of the COMPANY or the STOCKHOLDERS FMI contained herein in this Equity Purchase Agreement to be untrue or inaccurate incorrect in any material respect at or prior any time from the date hereof to the Closing Date or the Funding and Consummation Date and (iiB) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy cause any covenant, condition or agreement of FMI in this Equity Purchase Agreement not to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. FMI to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of hereunder in any notice pursuant to this Section 7.7 material respect; provided, however, that no such notification shall not be deemed to (i) modify affect the representations or warranties hereunder of any partyFMI, which modification may only be made pursuant or the right of Purchaser to Section 7.8rely thereon, (ii) modify or the conditions set forth in Sections 8 and 9to the obligations of Purchaser, or (iii) limit or otherwise affect the remedies available hereunder to Purchaser. FMI shall give prompt notice to Purchaser of any party receiving notice or other communication from any third Person alleging that the consent of such noticethird Person is or may be required in connection with the transactions contemplated by this Equity Purchase Agreement. To the extent that FMI delivers a written notice to Purchaser at least three days prior to the Closing Date that discloses actions taken by FMI in the ordinary course of business after the date of this Equity Purchase Agreement that comply with Section 5.3 and 5.4 hereof and are not reasonably expected to have a Material Adverse Effect on FMI, such actions may not be the basis for termination of this Equity Purchase Agreement by Purchaser.

Notification of Certain Matters. (a) The STOCKHOLDERS Stockholders and the COMPANY Company shall give prompt notice to PARENT Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY Company or the STOCKHOLDERS Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect; (ii) any material failure of any STOCKHOLDER Stockholder or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT Person hereunder and (iii) the ACQUISITION CORP. exercise by any Person of any Option or Convertible Security listed on SCHEDULE 5.3 or any enforceable request for the Company to purchase, redeem or otherwise acquire any of its Company Stock, Convertible Securities or Options; (b) Clarant and Newco shall give prompt notice to the COMPANY Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT Clarant or such ACQUISITION CORP. Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT Clarant or such ACQUISITION CORP. Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. ; (c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe party delivering such notice, which modification may only be made pursuant to Section 7.87.11, (ii) modify the conditions set forth in Sections Articles 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. 5.7.1 The STOCKHOLDERS Stockholder and the COMPANY shall give prompt notice to PARENT ATOW of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS Stockholder contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER Stockholder or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT hereunder with respect to the occurrence in the Ordinary Course of Business of any event which would cause Schedules 3.11, 3.12 or 3.15 to be incorrect. 5.7.2 ATOW and the ACQUISITION CORP. ATOWSUB shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. ATOW and ATOWSUB contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. ATOWSUB to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. . 5.7.3 The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe Party delivering such notice, which modification may only be made pursuant to Section 7.8, 5.8; (ii) modify the conditions set forth in Sections 8 6 and 9, 7; or (iii) limit or otherwise affect the remedies available hereunder to any party the Party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Each party shall give prompt notice to PARENT the other party of (i) the occurrence or non-occurrence failure to occur of any event or the occurrence discovery of any information, which occurrence, failure or non-occurrence of which discovery would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS on its part contained herein in this Agreement to be untrue untrue, inaccurate or inaccurate incomplete after the date hereof in any material respect at or, in the case of any representation or prior warranty given as of a specific date, would be likely to the Closing Date cause any such representation or the Funding and Consummation Date warranty on its part contained in this Agreement to be untrue, inaccurate or incomplete in any material respect as of such specific date, and (ii) any material failure of any STOCKHOLDER or the COMPANY such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery . (b) From time to time after the date hereof and prior to the Effective Time, each party shall promptly supplement or amend any of any notice its representations and warranties which apply to the period after the date hereof by delivering an updated Schedule to the other party pursuant to this Section 7.7 6.19(b) with respect to any matter hereafter arising which would render any such representation or warranty after the date of this Agreement materially untrue, inaccurate or incomplete as a result of such matter arising. Such supplement or amendment to a party's representations and warranties contained in an updated Schedule delivered pursuant to this Section 6.19(b) shall not be deemed to have modified the representations and warranties of the disclosing party, and no such supplement or amendment, or the information contained in such updated Schedule, shall constitute a breach of a representation or warranty of the disclosing party; provided that no such supplement or amendment may cure any breach of a covenant or agreement of any party under Articles 5 or 6. Within fifteen (15) days after receipt of such supplement or amendment, the receiving party may terminate this Agreement pursuant to Section 7.1(g) hereof if (i) modify the representations information in such supplement or warranties hereunder amendment together with the information in any and all of any partythe supplements or amendments previously provided by the disclosing party indicate that the disclosing party has suffered or is reasonably likely to suffer a Material Adverse Effect or, which modification may only be made pursuant to Section 7.8in the case of an updated Schedule 4.12 is, in Michael's reasonable determination a material liability, and (ii) modify the conditions set forth in Sections 8 and 9, or disclosing party has not cured the matters giving rise to such termination within fifteen (iii15) limit or otherwise affect days after the remedies available hereunder receiving party notifies the disclosing party that it is exercising its right to any party receiving such noticeterminate this Agreement under this Section 6.19(b).

Notification of Certain Matters. The STOCKHOLDERS UIC and the COMPANY Seller shall give prompt notice to PARENT RW of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the COMPANY Seller or the STOCKHOLDERS UIC contained herein to be untrue or inaccurate incorrect in any material Material respect at or prior to the Closing Date or the Funding and Consummation Date and (iib) any material Material failure of any STOCKHOLDER UIC or the COMPANY Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by that Person hereunder, provided, that with respect to the occurrence in the ordinary course of business consistent with past practice of Seller or any Seller Subsidiary, as the case may be, of any condition or state of facts which would cause any information set forth in SCHEDULES 4.14, 4.15, 4.17 AND 4.18 to be incorrect, no such person hereundernotice shall be required until RW shall give notice to Seller and UIC as of the Closing Date. PARENT and the ACQUISITION CORP. RW shall give prompt notice to the COMPANY Seller of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of PARENT RW or such ACQUISITION CORP. Buyer contained herein to be untrue or inaccurate incorrect in any material Material respect at or prior to the Closing Date or the Funding and Consummation Date and (iib) any material Material failure of PARENT RW or such ACQUISITION CORP. Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 SECTION 6.06 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering that notice, or any other party, which modification may only be made only pursuant to Section 7.8SECTION 6.07, (iib) modify the conditions set forth in Sections 8 and 9, ARTICLE VII or (iiic) limit or otherwise affect the remedies available hereunder to any the party receiving such that notice.

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

Notification of Certain Matters. (a) The STOCKHOLDERS Members and the COMPANY Company shall give prompt notice to PARENT Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY Company or the STOCKHOLDERS Members contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect; (ii) any material failure of any STOCKHOLDER Member or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT Person hereunder and (iii) the ACQUISITION CORP. exercise by any Person of any Option or Convertible Security listed on SCHEDULE 5.3 or any enforceable request for the Company to purchase, redeem or otherwise acquire any of its Company Interests, Convertible Securities or Options; (b) Clarant and Newco shall give prompt notice to the COMPANY Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT Clarant or such ACQUISITION CORP. Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT Clarant or such ACQUISITION CORP. Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. ; (c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe party delivering such notice, which modification may only be made pursuant to Section 7.87.11, (ii) modify the conditions set forth in Sections Articles 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT of Parent and Merger Sub and Parent and Merger Sub shall give prompt notice to the Company, of: (ia) the occurrence or non-occurrence of any fact or event the whose occurrence or non-occurrence of which occurrence, as the case may be, would be reasonably likely to cause either: (i) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Effective Time as if such representation or warranty was made at such time (except to the Funding and Consummation Date extent such representation or warranty refers to a specific date); or (ii) any condition or requirement set forth in Article VII to be unsatisfied at any time from the date hereof to the Effective Time as if such condition or required was required to be satisfied at such time (except to the extent it refers to a specific date); and (iib) any material failure of the Company, Merger Sub or Parent, as the case may be, or any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.1 shall not be deemed (except to (ithe extent that the failure to deliver such notice, standing alone, would otherwise constitute a breach of this Agreement) modify the representations prevent or warranties hereunder cure any breach of any partythis Agreement, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice, the representations or warranties of the parties or the conditions to the obligations of the parties hereto. Each of the Company, Parent and Merger Sub shall give prompt notice to the other parties hereof of any notice or other communications from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall promptly inform Parent if at any time prior to the Closing any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement.

Notification of Certain Matters. The STOCKHOLDERS (a) Each of the Company and the COMPANY Selling Members shall give prompt notice to PARENT Purchaser of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would reasonably be likely expected to cause any representation or warranty of the COMPANY or Company and/or the STOCKHOLDERS contained herein Selling Members set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Effective Time, (ii) any material failure of any STOCKHOLDER the Company or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Selling Members to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The , and (iii) any other event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 6 impossible or unlikely. (b) Purchaser shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of Purchaser set forth in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (iii) any other event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 6 impossible or unlikely. (c) Subject to the provisions of Section 8.2, the delivery of any notice pursuant to this Section 7.7 5.2 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies otherwise available hereunder to any party, or (ii) constitute an acknowledgment or admission of a breach of this Agreement. Subject to the provisions of Section 8.2, no disclosure by any party receiving pursuant to this Section 5.2 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein, the Disclosure Schedule or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, or limit any right to indemnification provided herein; provided however, notwithstanding any of the foregoing provisions of this Section 5.2 to the contrary, any party may update, modify or supplement the disclosures made in its own disclosure schedules attached to this Agreement at any time prior to the Closing for matters first occurring after the date hereof and the other party shall have the right to either (i) terminate this Agreement pursuant to Section 8.1(g) no later than three (3) business days immediately following such noticedisclosure, or (ii) if no such termination is made, then any such update or modification shall be deemed to have been accepted by the other party as of the Closing and any breach of any representation or warranty or covenant relating thereto shall be deemed to have been waived by such other party from and after the consummation of the Closing.

Notification of Certain Matters. (a) The STOCKHOLDERS Company shall, and the COMPANY Company Stockholders jointly and severally covenant and agree that they shall cause the Company to, give prompt notice to PARENT Acquiror of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the COMPANY Company or the STOCKHOLDERS any Company Stockholder contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Effective Time and (ii) any material failure of the Company or any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. Company Stockholder to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.9 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to Acquiror. (b) Acquiror hereby covenants and agrees that it shall give prompt written notice to the Company of (i) the occurrence or non-occurrence of any party receiving event, the occurrence or non- occurrence of which is likely to cause any representation or warranty of Acquiror contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of Acquiror to comply or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any such noticenotice pursuant to this Section 6.9(b) shall not limit or otherwise affect any remedies available to the Company or the Company Stockholders.

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) IFM shall give prompt notice to PARENT CryoLife of the following: (i) the occurrence or non-occurrence nonoccurrence of any event known to IFM or the Stockholders whose occurrence or non-occurrence of which nonoccurrence would be likely to cause cause, either (A) any representation or warranty of the COMPANY IFM or the STOCKHOLDERS any Stockholder contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date Closing, or the Funding and Consummation Date and (B) directly or indirectly, any Material Adverse Effect; or (ii) any material failure of IFM, any STOCKHOLDER Stockholder, any officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The . (b) CryoLife shall give prompt notice to IFM of the following: (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be likely to cause either (A) any representation or warranty of CryoLife or Newco contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing, or (B) an event, the disclosure of which is required by the Exchange Act. (ii) Any material failure of CryoLife or Newco, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify waive or release the Stockholders from their representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeunder this Agreement.

Notification of Certain Matters. The STOCKHOLDERS Company Shareholders and the COMPANY Company shall give prompt notice to PARENT Parent of (ia) the occurrence or non-non occurrence of any event event, the occurrence or non-non occurrence of which would reasonably be likely expected to cause any representation or warranty of the COMPANY Company Shareholders or the STOCKHOLDERS contained herein Company set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Closing, and (b) any failure of the Company Shareholders or the Funding and Consummation Date and (ii) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person it hereunder. PARENT and the ACQUISITION CORP. Parent shall give prompt notice to the COMPANY Company Shareholders and the Company of (ix) the occurrence or non-non occurrence of any event event, the occurrence or non-non occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein Parent set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date Closing, and (iiy) any material failure of PARENT or such ACQUISITION CORP. Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.3 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect any remedies otherwise available to Parent or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the remedies available hereunder Company Shareholders or the Company pursuant to this Section 7.3 shall affect or be deemed to modify, amend or supplement any party receiving such noticerepresentation or warranty set forth herein, the Disclosure Schedule or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, or limit any right to indemnification provided herein.

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

Notification of Certain Matters. The STOCKHOLDERS and To the COMPANY extent known by Seller, Seller shall give prompt notice to PARENT Purchaser of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Article 4 to be materially untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Date, (ii) any material failure of any STOCKHOLDER or the COMPANY Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Seller hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such person hereunderPerson is or may be required in connection with the transactions contemplated by this Agreement. PARENT and To the ACQUISITION CORP. extent known by Purchaser, Purchaser shall give prompt notice to the COMPANY Seller of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in Article 5 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Date, (ii) any material failure of PARENT or such ACQUISITION CORP. Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderPurchaser hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement. The Except as otherwise specifically provided in this Agreement, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8the party delivering such notice, (ii) modify the conditions set forth in Sections 8 Section 8.2 and 98.3, or (iii) limit or otherwise affect affect, or be deemed a waiver of, the remedies available hereunder to any the party receiving such noticenotice under this Agreement prior to, on or after the Closing Date, including the right of any Indemnitee to claim Losses under Article 10 even if such Indemnitee obtained knowledge prior to the Closing Date of any fact, event, occurrence, non-occurrence, failure or breach giving rise to such Losses.

Notification of Certain Matters. The STOCKHOLDERS Stockholders and the COMPANY Company shall give prompt notice to PARENT RW of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the COMPANY Company or the STOCKHOLDERS any Stockholder contained herein to be untrue or inaccurate incorrect in any material Material respect at or prior to the Closing Delivery Date or on the Funding and Consummation IPO Closing Date and (iib) any material failure of any STOCKHOLDER Stockholder or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by that Person hereunder, provided that no such person hereunder. PARENT notice shall be required until RW shall give notice to the Company and the ACQUISITION CORPStockholders of the Delivery Date, with respect to the occurrence in the ordinary course of business and consistent with past practice of the Company or any Company Subsidiary, as the case may be, of any condition or state of facts which would cause any information set forth in Schedules 4.16, 4.17, 4.18, 4.19 and 4.21 to be incorrect. RW shall give prompt notice to the COMPANY Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of PARENT RW or such ACQUISITION CORP. Newco contained herein to be untrue or inaccurate incorrect in any material Material respect at or prior to the Closing Delivery Date or on the Funding and Consummation IPO Closing Date and (iib) any material failure of PARENT RW or such ACQUISITION CORP. Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.07 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering that notice, or any other party, which modification may only be made only pursuant to Section 7.86.08, (iib) modify the conditions set forth in Sections 8 and 9, Article VII or (iiic) limit or otherwise affect the remedies available hereunder to any the party receiving such that notice.

Notification of Certain Matters. The STOCKHOLDERS (a) From the Agreement Date and ending at the COMPANY Transfer Time, Merck Serono shall give prompt written notice to PARENT BioMarin of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of Merck Serono contained in this Agreement, if made on or immediately following the COMPANY or the STOCKHOLDERS contained herein to be date of such event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect, (ii) any material failure of Merck Serono or any STOCKHOLDER or the COMPANY of its Affiliates to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) any notice or other communication from any Person alleging that the consent of such person hereunder. PARENT Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (iv) any Proceeding pending or, to Merck Serono’s knowledge, threatened against a Party relating to the transactions contemplated by this Agreement. (b) From the Agreement Date and ending at the ACQUISITION CORP. Transfer Time, BioMarin shall give prompt written notice to the COMPANY Merck Serono of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of PARENT BioMarin contained in this Agreement, if made on or immediately following the date of such ACQUISITION CORP. contained herein to be event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect, (ii) any material failure of PARENT BioMarin or such ACQUISITION CORP. any of its Affiliates to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery of , (iii) any notice pursuant or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (v) any Proceeding pending or, to BioMarin’s knowledge, threatened against a Party relating to the transactions contemplated by this Agreement. No such notice, nor any information obtained therefrom, under this Section 7.7 6.04 shall not be deemed to (i) modify the representations or warranties hereunder cure any breach of any partyrepresentation or warranty made in this Agreement, which modification may only be made the compliance with any covenant set forth herein or any rights to indemnification pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such notice‎Section 8.01 of this Agreement.

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

Notification of Certain Matters. (a) The STOCKHOLDERS Stockholders, the Company and the COMPANY Subsidiary shall give prompt notice to PARENT Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the COMPANY Company, the Subsidiary or the STOCKHOLDERS Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and respect; (ii) any material failure of any STOCKHOLDER Stockholder, the Company or the COMPANY Subsidiary to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT Person hereunder and (iii) the ACQUISITION CORP. exercise by any Person of any Option or Convertible Security listed on SCHEDULE 5.3 or any enforceable request for the Company or the Subsidiary to purchase, redeem or otherwise acquire any of its Company Stock, Convertible Securities or Options; (b) Clarant and Newco shall give prompt notice to the COMPANY Company and the Subsidiary of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT Clarant or such ACQUISITION CORP. Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT Clarant or such ACQUISITION CORP. Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. ; (c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of any partythe party delivering such notice, which modification may only be made pursuant to Section 7.87.11, (ii) modify the conditions set forth in Sections Articles 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Parent shall give prompt notice to PARENT promptly notify Buyer of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which that would reasonably be likely expected to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein Sellers set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Closing, (ii) any material failure of any STOCKHOLDER or the COMPANY Seller to comply with or satisfy any covenant, condition condition, or agreement to be complied with or satisfied by such person hereunder. PARENT it hereunder in any material respect, and (iii) the ACQUISITION CORP. occurrence or failure of any event, that, individually or in the aggregate, results in or is reasonably likely to result in, a Business Material Adverse Effect. (b) Buyer shall give prompt notice to the COMPANY promptly notify Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which that would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein Buyer set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Closing, (ii) any material failure of PARENT or such ACQUISITION CORP. Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. hereunder in any material respect, and (iii) the occurrence or failure of any event, that, individually or in the aggregate, results in or is reasonably likely to result in, a Buyer Material Adverse Effect. (c) The delivery of any notice pursuant to this Section 7.7 8.4 shall not be deemed to (i) modify affect or modify, amend, or supplement any representation or warranty set forth herein or the representations Seller Disclosure Schedule, or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth to the obligations of the Parties to consummate the Transactions in Sections 8 accordance with the terms and 9conditions hereof, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticethe Parties hereunder.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Company shall give prompt notice to PARENT of Parent of: (ia) any representation or warranty contained in Article 3 being untrue or inaccurate when made, (b) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which development that would cause (or could reasonably be likely expected to cause cause) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in Article 3 to be untrue or inaccurate in any material respect at or prior to on the Closing Date or the Funding and Consummation Date and Date, (iic) any material failure of any STOCKHOLDER or the COMPANY Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person them hereunder, and/or (d) the Company’s becoming aware of any representation and warranty contained in Article 4 being or becoming untrue or inaccurate when made or as of a later date. PARENT and the ACQUISITION CORP. Parent shall give prompt notice to the COMPANY of Company of: (iw) any representation or warranty contained in Article 4 being untrue or inaccurate when made, (x) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which development that would cause (or could reasonably be likely expected to cause cause) any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in Article 4 to be untrue or inaccurate in any material respect at or prior to on the Closing Date or the Funding and Consummation Date and Date, (iiy) any material failure of PARENT or such ACQUISITION CORP. Parent to comply with or satisfy any covenant, condition condition, or agreement to be complied with or satisfied by it hereunder. The delivery , and/or (z) Parent’s becoming aware of any notice representation and warranty contained in Article 3 being or becoming untrue or inaccurate when made or as of a later date. No disclosure by any party pursuant to this Section 7.7 5.5, however, shall not be deemed to (i) modify amend or supplement the representations Disclosure Schedule or warranties hereunder to prevent or cure any misrepresentation, breach of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9warranty, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticebreach of covenant.

Notification of Certain Matters. (a) The STOCKHOLDERS and the COMPANY Seller shall promptly give prompt notice to PARENT the Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would that could reasonably be likely expected to cause either (A) any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in this Agreement to be untrue or inaccurate in any respect if qualified by materiality, and in any material respect if not so qualified, at or prior any time from the date hereof to the Closing Date or (B) any condition set forth in Article IX to be unsatisfied in any material respect at any time from the Funding and Consummation date hereof to the Closing Date and (ii) any material failure of any STOCKHOLDER the Seller or the COMPANY to comply with Purchaser or satisfy any covenantofficer, condition director, employee or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. . (b) The delivery Purchaser shall promptly give notice to the Seller of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations occurrence or warranties hereunder non-occurrence of any partyevent that could reasonably be expected to cause either (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any respect if qualified by materiality, which modification may only and in any material respect if not so qualified, at any time from the date hereof to the Closing Date or (B) any condition set forth in Article IX to be made pursuant unsatisfied in any material respect at any time from the date hereof to Section 7.8, the Closing Date and (ii) modify any material failure of the conditions set forth in Sections 8 and 9Seller or the Purchaser or any officer, director, employee or (iii) limit agent thereof, to comply with or otherwise affect the remedies available hereunder satisfy any covenant, condition or agreement to any party receiving such noticebe complied with or satisfied by it hereunder.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY Seller shall give prompt notice to PARENT the Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein in ARTICLE 2 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Closing, (ii) any material failure of any STOCKHOLDER or the COMPANY Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Seller hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such person hereunderPerson is or may be required in connection with the transactions contemplated by this Agreement (other than those consents and approvals indicated as required in SECTION 2.3 of the Disclosure Schedule). PARENT and the ACQUISITION CORP. The Buyer shall give prompt notice to the COMPANY Seller of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein in ARTICLE 3 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and Closing, (ii) any material failure of PARENT or such ACQUISITION CORP. the Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderthe Buyer hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement. The delivery of any notice pursuant to this Section 7.7 SECTION 4.8 shall not be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8the party delivering such notice, (ii) modify the conditions set forth in Sections 8 and 9, this Agreement or (iii) limit or otherwise affect the remedies available hereunder to any the party receiving such notice; provided,, however, that if the Closing shall occur, then all matters disclosed pursuant to this SECTION 4.8 at or prior to the Closing shall be waived and no party shall be entitled to make a claim thereon pursuant to the terms of this Agreement.

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

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) ARMT shall give prompt written notice to PARENT Shareholders of the following: (i) the occurrence or non-occurrence nonoccurrence of any event the whose occurrence or non-occurrence of which nonoccurrence would be reasonably likely to cause either (A) any representation or warranty of the COMPANY or the STOCKHOLDERS ARMT contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date (assuming that each representation and warranty was re-affirmed as of each day between the date hereof and the Closing Date, inclusive), or the Funding and Consummation Date and (B) any Material Adverse Effect; or (ii) any material failure of ARMT or any STOCKHOLDER officer, director, employee or the COMPANY to comply with or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The . (b) Shareholders shall give prompt written notice to ARMT of the following: (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be reasonably likely to cause either (A) any representation or warranty of Shareholders or Air Response Entities contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing (assuming that each representation and warranty was re- affirmed as of each day between the date hereof and the Closing Date, inclusive); or (B) any Material Adverse Effect; (ii) any material failure of Shareholders, Air Response Entities or any employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.7 shall not waive or release Capece, ARMT, Air Response Entities or Shareholders, as the case may be, xxxx their representations, warranties, covenants or agreements under this Agreement, except as they may be deemed to (i) modify the representations or warranties hereunder of any party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth modified and approved in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to any party receiving such noticeaccordance with this Agreement.

Notification of Certain Matters. The STOCKHOLDERS and the COMPANY (a) Seller Parties shall give prompt written notice to PARENT Buyer of any of the following matters of which Seller Parties have Knowledge: (i) the occurrence or non-occurrence of any event Event, the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of any Seller Party contained in this Agreement, if made on or immediately following the COMPANY or the STOCKHOLDERS contained herein to be date of such Event, untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and inaccurate, (ii) the occurrence of any material Event that, individually or in combination with any other Events, has had or could reasonably be expected to have a Material Adverse Effect, (iii) any failure of any STOCKHOLDER or the COMPANY Seller Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. PARENT and the ACQUISITION CORP. shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of PARENT or such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of PARENT or such ACQUISITION CORP. to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The delivery hereunder or any Event that would otherwise result in the nonfulfillment of any of the conditions to Buyer’s obligations hereunder, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Documents or (v) any Proceeding pending or threatened against a Party or the Parties relating to the transactions contemplated by this Agreement or the Transaction Documents. (b) Notwithstanding anything to the contrary contained herein, no notice delivered pursuant to this Section 7.7 6.3(a), nor any other information Buyer may otherwise obtain from any Seller Party or other Person, shall not be deemed to (i) modify the representations cure any inaccuracy in or warranties hereunder breach of any partyrepresentation, which modification may only be made pursuant to Section 7.8warranty, (ii) modify covenant or agreement of any Seller Party contained in this Agreement or any Transaction Document or have any effect for any purposes under this Agreement or any Transaction Document, including determining the inaccuracy in or breach of any representation, warranty, covenant or agreement of any Seller Party contained in this Agreement, the satisfaction of the conditions set forth in Sections 8 and 9Section 8.2, any right of Buyer to terminate this Agreement under Section 9.1 or (iii) limit or otherwise affect the remedies available hereunder any Buyer Indemnified Party’s rights to any party receiving such noticeindemnification pursuant to Section 10.2.