Common use of Notification; Updates to Disclosure Schedule Clause in Contracts

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule specifying such change. No such update pursuant to Section 4.3(a)(i) shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this AgreementAgreement for the purposes of Section 9, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied. Each such update pursuant to Section 4.3(a)(ii) shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by the Company in this Agreement for the purposes of Section 9, but not for the purpose of determining whether any of the conditions set forth in Section 6 has been satisfied. (c) During the Pre-Closing Period, Parent shall promptly notify Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of Parent; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (d) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(c) requires any change in the Parent Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Parent Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Parent shall promptly deliver to the Company an update to the Parent Disclosure Schedule specifying such change. No such update pursuant to Section 4.3(c)(i) shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent and Merger Sub in this Agreement for the purposes of Section 9, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied. Each such update pursuant to Section 4.3(c)(ii) shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by Parent in this Agreement for the purposes of Section 9, but not for the purpose of determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (aA) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (iI) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or material breach of any representation or warranty made by the Company or the Shareholder in this Agreement; (iiII) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company or the Shareholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iiiIII) any breach of any material covenant or obligation of the CompanyCompany or the Shareholder; and (ivIV) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section SECTION 6 or Section SECTION 7 impossible or unlikely. (bB) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(aSECTION 4.3(A) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.Disclosure

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Vendors shall promptly notify Parent the Purchaser in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Vendors in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Vendors in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanyVendors; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Vendors shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Vendors in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent and the Purchaser in writing of: : (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent and the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by any of the Company Acquired Corporations of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of any of the CompanyAcquired Corporations; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of of: (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, ; or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, SFG or each Selling Securityholder (severally as to itself), as the Company case may be, shall promptly notify Parent the Purchaser in writing of: (i) the discovery by the Company SFG or such Selling Securityholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company SFG or such Selling Securityholder in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company SFG or such Selling Securityholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanySFG or such Selling Securityholder; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 8 or Section 7 9 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.5(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then SFG and the Company Selling Securityholders shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by SFG or any of the Company Selling Securityholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 8 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Ibex shall promptly notify Parent Castelle in writing of: (i) the discovery by the Company Ibex of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by Ibex or any of the Company Designated Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by Ibex or any of the Company Designated Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of Ibex or any of the CompanyDesignated Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Ibex shall promptly deliver to Parent Castelle an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other party in writing of: : (i) the discovery by the Company first party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by of the Company first party contained in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by of the Company first party contained in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; and (iii) any material breach of any covenant or obligation of the Company; and (iv) first party. In addition, during the Pre-Closing Period, each of the Company and Parent shall promptly notify the other in writing of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikelyunlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly may deliver to Parent an update to the Disclosure Schedule specifying such change. No such update other than any update to Part 2.9 or Part 2.10 of the Disclosure Schedule permitted hereby shall be deemed to supplement or amend the Disclosure Schedule for the purpose of purposes of: (i) determining the accuracy of any of the representations and warranties made by the in this Agreement or in any certificate or other Acquired Company Contract referred to in this Agreement, or ; (ii) determining whether any of the conditions condition set forth in Section 6 has been satisfied; or (iii) determining compliance with any covenant set forth in this Agreement; provided, however, that any update to Part 2.9 or Part 2.10 of the Disclosure Schedule permitted hereby for the purpose of adding to Part 2.9 or Part 2.10 of the Disclosure Schedule a list of any Material Contracts or licenses of Intellectual Property entered into after the execution of this Agreement of the type described in Section 4.2(b)(ix) or 4.2(b)(x) shall be deemed to supplement the Disclosure Schedule, but solely for the purposes of determining whether the representations and warranties of the Company set forth in this Agreement are inaccurate or have been breached as of the Closing Date (as if such representations and warranties had been made on and as of the Closing Date) as a result of the matters described in this proviso.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions condition set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions condition set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other parties in writing of: (i) the discovery by the Company such party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Companysuch party; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then ETI or the Company Shareholders shall promptly deliver to Parent VSI an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by ETI or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Assist and the Company Selling Shareholders shall promptly notify Parent Cayenta in writing of: (i) the discovery by Assist or any of the Company Selling Shareholders of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by Assist or any of the Company Selling Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by Assist or any of the Company Selling Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of Assist or any of the CompanySelling Shareholders; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 8 or Section 7 9 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Assist and the Company Selling Shareholders shall promptly deliver to Parent Cayenta an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Assist or any of the Company Selling Shareholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 8 has been satisfiedsatisfied unless Cayenta and Assist agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if Cayenta agrees to close the Transactions notwithstanding any Breach disclosed through any 39. (a) if the Breach existed as of the date of this Agreement, then Cayenta shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the Breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then Cayenta's sole remedy shall be termination of this Agreement.

Notification; Updates to Disclosure Schedule. (aA) During the Pre-Closing Period, the Company shall Seller will promptly notify Parent Buyer in writing of: (i1) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach Breach of any representation or warranty made by the Company Seller in this Agreement; (ii2) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii3) any breach Breach of any covenant or obligation of the CompanySeller; andor (iv4) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 5 impossible or unlikely. (bB) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.7(A) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall Seller will promptly deliver to Parent Buyer an update to the Disclosure Schedule specifying such change. No such update shall will be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Seller in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfiedsatisfied or waived unless and until the Closing has occurred.

Notification; Updates to Disclosure Schedule. (a) During the period subsequent to the execution of this Agreement and prior to the Effective Time (the "Pre-Closing Period"), the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 Sections 6.1, 6.2 or Section 7 6.3 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.2(a) requires any change in the Company Disclosure ScheduleSchedules, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule Schedules were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule Schedules specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Schedules for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Sections 6.1, 6.2 or 6.3 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, each of the Company Selling Shareholders shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by any of the Company Acquired Companies or the Selling Shareholders of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or an inaccuracy in or breach of any representation or warranty made by any of the Company Selling Shareholders or by the Purchaser in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in or breach of any representation or warranty made by any of the Company Selling Shareholders or the Purchaser in this Agreement if if: (Ai) such representation or warranty had been made as of at the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; and (iiic) any breach of any covenant or obligation of any of the Selling Shareholders (it being understood that the failure of the Selling Shareholders to perform any obligations set forth in this sentence as such obligations relate to inaccuracies or breaches by the Purchaser shall: (x) not provide the Purchaser with any rights or remedies under this Agreement, including under Section 7.2 or Section 9.1; and (y) not limit or otherwise affect any rights or remedies available to the Selling Shareholders, including under Section 10). During the Pre-Closing Period, the Purchaser shall promptly notify the Selling Shareholders in writing of: (A) the discovery by the Purchaser of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by the Purchaser or by any of the Selling Shareholders in this Agreement; (B) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in any representation or warranty made by the Purchaser or by any of the Selling Shareholders in this Agreement if: (1) such representation or warranty had been made as at the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (2) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (C) any breach of any covenant or obligation of the CompanyPurchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as such obligations relate to inaccuracies or breaches by any of the Selling Shareholders shall: (x) not provide the Selling Shareholders with any rights or remedies under this Agreement, including under Section 8.2 or Section 9.1; and and (ivy) not limit or otherwise affect any rights or remedies available to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by such Party of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed . No notification given pursuant to this Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update 5.3 shall be deemed to supplement or amend the Disclosure Schedule for the purpose of of: (ix) determining the accuracy of any of the representations and warranties made by any of the Company Selling Shareholders in this Agreement, ; or (iiy) determining whether any of the conditions set forth in Section 6 7 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company QSG shall promptly notify Parent in writing of: (i) the discovery by the Company QSG of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by QSG or the Company Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by QSG or the Company Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of QSG or the CompanyShareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the covenants or conditions set forth in Section 6 or Section 7 impossible or unlikely. (bv) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.5(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company QSG shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by QSG or the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Parent and Merger Sub shall promptly notify Parent the Company in writing of: (i) the discovery by the Company Parent or Merger Sub of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Parent or Merger Sub in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and discovered by the Parent or Merger Sub that would likely cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Parent or Merger Sub in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanyParent or Merger Sub; and (iv) any event, condition, fact or circumstance discovered by the Parent or Merger Sub that would likely make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Parent and Merger Sub shall promptly deliver to Parent the Company an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.Schedule

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, PhySource and the Company Shareholders shall promptly notify Parent in writing of: (i) the discovery by PhySource or the Company Shareholders of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by PhySource or any of the Company Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by PhySource or any of the Company Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of PhySource or any of the CompanyShareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then PhySource or the Company Shareholders shall promptly deliver to Parent HALIS an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by PhySource or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall and Sellers will promptly notify Parent in writing of: (i) the discovery by the Company or Sellers of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or Sellers in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company or Sellers in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany or Sellers; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If the Company or the Selling Members have Knowledge of any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) or that requires any change in the Disclosure Schedule, or if the Company or the Selling Members have Knowledge of any such event, condition, fact or circumstance that would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall and/or Sellers will promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall will be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company or Sellers in this Agreement, or (ii) Agreement solely for the purpose of determining whether any of the conditions set forth in Section 6 has been satisfied. Such update will however be deemed to supplement or amend the Disclosure Schedule for all other purposes under this Agreement, provided that if an update is delivered to Parent within three (3) days prior to the Closing, Parent may delay the Closing to such date that will provide Parent a three (3) day period to review such update.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and KFx shall promptly notify Parent the Purchaser, and the Purchaser shall promptly notify the Company and KFx, in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company any party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company a party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach party's Breach of any covenant or obligation of the Companyset forth in this Agreement; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section Article 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.04(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company and KFx shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or KFx in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article 7 has been satisfied; provided, however, that they shall be deemed an amendment to the Disclosure Schedule for purposes of Article 9 hereof. In addition, the Company and KFx and their respective Representatives shall provide the Purchaser and its Representatives with (i) any additional documents and information responsive to a request of the Purchaser that becomes available subsequent to the Company's or KFx's response to such request and (ii) any documents or information that become available that modify, update or supplement any documents or other information already provided to the Purchaser , in each case as promptly as reasonably practicable after such additional information, documents or materials become available.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the other parties hereto in writing of: (i) the discovery by the Company party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in a party to this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company that party or another party hereunder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Companya party hereto; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Scheduledisclosure , or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule disclosure were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent updated disclosure, including in the case of the Company, an update to the Disclosure Schedule specifying such change, shall be delivered to the other parties hereto. No such update shall be deemed to supplement or amend the Disclosure Schedule or other disclosure for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in a party to this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Pegasus and KFx shall promptly notify Parent Kennecott and KAF, and Kennecott and KAF shall promptly notify Pegasus and KFx, in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company any party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company a party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any party’s breach of any covenant or obligation of the Companyset forth in this Agreement; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 Article 7 or Section 7 Article 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Pegasus and KFx shall promptly deliver to Parent Kennecott an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Pegasus or KFx in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article 7 has been satisfied; provided, however, that they shall be deemed an amendment to the Disclosure Schedule for purposes of Article 9 hereof. (c) Each Party and their respective Representatives shall provide each other Party and its Representatives with (i) any additional documents and information responsive to a reasonable request of a Party that becomes available subsequent to any response to such request and (ii) any documents or information that become available that modify, update or supplement any documents or other information already provided to the other Parties, in each case as promptly as reasonably practicable after such additional information, documents or materials become available.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach of any covenant or obligation of the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement or in the Seller's Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and/or IDP shall promptly notify Parent in writing of: (i) the discovery by the Company or IDP of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Company, IDP or any of the Designated Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Company, IDP or any of the Designated Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company, IDP or any of the Designated Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. Notification in accordance with this Section 4.4(a) shall not affect the Company's liability for breach of any such representation, warranty or covenant under this Agreement. (b) If During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes a material inaccuracy in or material breach of any representation or warranty made by Parent or Merger Sub in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute a material inaccuracy in or material breach of any representation or warranty made by Parent or Merger Sub (other than Section 3.7) in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of Parent or Merger Sub; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied7 impossible or unlikely. Notification in accordance with this Section 4.4(b) shall not affect Parent's liability for breach of any such representation, warranty or covenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Xxxxxxxxx and the Company Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by Xxxxxxxxx or the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by Xxxxxxxxx or the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by Xxxxxxxxx or the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of Xxxxxxxxx or the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.5 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Xxxxxxxxx and the Company Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by any of Xxxxxxxxx or the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, TGM and the Company Shareholder shall promptly notify Parent HALIS in writing of: (i) the discovery by TGM or the Company Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by TGM or the Company Shareholder in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by TGM or the Company Shareholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of TGM or the CompanyShareholder; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then TGM or the Company Shareholder shall promptly deliver to Parent HALIS an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by TGM or the Company Shareholder in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (ia) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iiic) any material breach of any covenant or obligation of the Company; and (ivd) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) 5.3 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 7 has been satisfied; or (iii) determining whether Parent is entitled to any indemnification under Section 10.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seville and the Company Selling shareholder shall promptly notify Parent the Purchase in writing of: (i) the discovery by Seville or the Company Selling Shareholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by Seville or the Company Selling Shareholder in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises arise or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by Seville or the Company Selling Shareholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of Seville or of the CompanySelling Shareholder; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Seville and the Company Selling Shareholder shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No All such update updates shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seville or the Company Selling Shareholder in this AgreementAgreement or in the Closing Certificate, or but shall not be considered in (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company DocuMagix shall promptly notify Parent JetFax in writing of: (i) the discovery by the Company DocuMagix of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by DocuMagix or any of the Company Designated Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by DocuMagix or any of the Company Designated Shareholders in this Agreement if (A) such representation or warranty 31 28 had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyDocuMagix; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company DocuMagix shall promptly deliver to Parent JetFax an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by DocuMagix or any of the Company Designated Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by any of the Company Acquired Companies of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes in any material respect an inaccuracy in or 29. breach of any representation or warranty made by the Company in this Agreement, as modified by the Disclosure Schedule; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During From the Pre-Closing Perioddate of this Agreement until the Closing, the Company and Sellers shall promptly notify Parent the Buyer in writing of: : (ia) the discovery by the Company or any Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company or Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company or Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach of any covenant or obligation of the CompanyCompany or Seller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 5.10 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Buyer an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company or Sellers in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies, the Parent and the Designated Persons shall promptly notify Parent in Fishxx xx writing of: (i) the discovery by the Company Companies the Parent or the Designated Persons of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Companies, the Parent or any of the Designated Persons in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Companies, the Parent or any of the Designated Persons in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompanies, the Parent or any of the Designated Persons; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Companies, the Parent or the Designated Persons shall promptly deliver to Parent an Fishxx xx update to the Disclosure Schedule specifying such change. No Upon receipt of any such update updated Disclosure Schedule from the Companies, the Parent or the Designated Persons, Fishxx xxxll have the right to terminate this Agreement in accordance with Section 9.1(h) by giving notice in accordance with Section 9.2 within 7 days following delivery of such updated Disclosure Schedule to Fishxx. Xf Fishxx xxxls to give such notice within such 7 day period, the Disclosure Schedule shall be deemed amended to supplement or amend include the Disclosure Schedule updated information for the purpose of (i) determining the accuracy of any all purposes hereunder. The parties acknowledge that as of the representations and warranties made by the Company in date of this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.Companies have not yet delivered a complete

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller and the Company Key Stockholder shall promptly notify Parent Purchaser in writing of: (i) the discovery by Seller or the Company Key Stockholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by Seller or any of the Company Stockholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a material Breach of any representation or warranty made by Seller or any of the Company Stockholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of Seller or any of the CompanyStockholders; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Seller and the Company Stockholders shall promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seller or any of the Company Stockholders in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfiedsatisfied or (iii) for the purpose of liability under Section 9.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (Aa) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (Bb) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikelyunlikely prior to February 15, 2000. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No Except as expressly set forth in this Agreement, no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an material inaccuracy in or material breach of any representation or warranty made by the Company or the Designated Officer in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an material inaccuracy in or material breach of any representation or warranty made by the Company or the Designated Officer in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the CompanyCompany or Xxxxxx ; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or the Designated officer in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company contained in this Agreement; Section 2; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company contained in this Agreement Section 2 if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any material breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikelyunlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect. (b) During the Pre-Closing Period, each Key Stockholder shall promptly notify Parent in writing of: (i) the discovery by such Key Stockholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in or breach of any representation or warranty of such Key Stockholder contained in Section 3; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in or breach of any representation or warranty of such Key Stockholder contained in Section 3 if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of such Key Stockholder; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely or that has had or would reasonably be expected to have or result in a Material Adverse Effect. (c) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(a) or 5.3(b) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.such

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod between the date hereof and the Closing, the Company Sellers shall promptly notify Parent Buyer in writing of: (i) of the discovery by any of the Company of Sellers of: any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a breach of or inaccuracy in or breach of any representation or warranty made by the Company Sellers in this Agreement; (ii) ; any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a breach of or inaccuracy in or breach of any representation or warranty made by the Company Sellers in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) ; any breach of any covenant or obligation of any of the CompanySellers contained in this Agreement; and (iv) and any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section Article 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) requires any change 5.8 affects anything set forth in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstanceDISCLOSURE SCHEDULE, then the Company Sellers shall promptly deliver to Parent Buyer an update to the DISCLOSURE SCHEDULE (a "Disclosure Schedule Update") specifying such change. No such update Disclosure Schedule Update shall be deemed to supplement or amend the Disclosure Schedule DISCLOSURE SCHEDULE for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Sellers in this AgreementAgreement as of the Closing, or (ii) determining whether any of the conditions set forth in Section Article 6 has have been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Sellers shall promptly notify Parent Purchaser in writing of: : (i) the discovery by the Company Sellers of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes in any material respect an inaccuracy in or breach of any representation or warranty made by the Company Sellers in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect an inaccuracy in or breach of any representation or warranty made by the Company Sellers in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanySellers; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section Article 6 or Section 7 impossible or unlikelyunlikely on or prior to the Closing Date. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Sellers shall promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No Except as expressly set forth in this Agreement, no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Sellers in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section Article 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused could cause or constitutes constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; (iii) any claims by One Stop under the One Stop Agreement; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that could cause or constitute an inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement; (ii) any material breach of any covenant or obligation of Parent or Merger Sub; and (iii) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (c) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.11(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 or Section 7 has been satisfied. (d) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.11(b) requires any change in the Parent Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Parent Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Parent shall promptly deliver to the Company an update to the Parent Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 or Section 7 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (ia) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement;; 26 (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or material breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iiic) any material breach of any covenant or obligation of the Company; and (ivd) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) 5.3 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 7 has been satisfied; or (iii) determining whether Parent is entitled to any indemnification under Section 10.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Parent, Subsidiary, the Company shall Selling Shareholders and the Principal HYP Shareholders will promptly notify Parent Purchaser in writing of: (i1) the discovery by the Company any of them of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company any of them in this Agreement; (ii2) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company any of them in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii3) any breach Breach of any covenant or obligation contained in this Agreement by any of the Companythem; and (iv4) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section Sections 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Parent, Subsidiary, the Company shall Selling Shareholders and the Principal HYP Shareholders will promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No such update shall will be deemed to supplement or amend the Disclosure Schedule for the purpose of (i1) determining the accuracy of any of the representations and warranties made by Parent, Subsidiary, the Company Selling Shareholders and the Principal HYP Shareholders in this AgreementAgreement or in the Closing Certificate, or (ii2) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions condition set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions condition set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall use reasonable commercial efforts to promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or the Designated Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that the Company, in good faith believes, would cause or constitute an a material inaccuracy in or material breach of any representation or warranty made by the Company or the Designated Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany or the Signing Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or the Designated Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: : (i) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach 48 of or an inaccuracy in or breach of any representation or warranty made by the Company Seller in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in or breach of any representation or warranty made by the Company Seller in this Agreement if if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanySeller; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VI impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.8(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update update, other than those reflecting the obtainment of required consents, shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article VI has been satisfied. Purchaser’s receipt of information pursuant to this Section 5.8 shall not operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Atcom shall promptly notify Parent CAIS in writing of: (i) the discovery by the Company Atcom of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Atcom in this AgreementAgreement or in any of the other Transactional Agreements; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the written consent of CAIS) and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Atcom in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such eventextent, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanyAtcom; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 Article VII or Section 7 Article VIII impossible or unlikely. (b) If any event, condition, fact or circumstance circumstances that is required to be disclosed pursuant to Section 4.3(a5.4(a) requires any material change in the Atcom Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Atcom Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstances, then the Company Atcom shall promptly deliver to Parent CAIS an update to the Atcom Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the change (a "Disclosure Schedule for Update"). (c) Atcom will promptly update any relevant and material information provided to CAIS after the purpose date hereof pursuant to the terms of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and the Selling Stockholder shall promptly notify Parent the Purchaser in writing of: (i) the discovery by the Company or the Selling Stockholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company or any of the Selling Stockholder in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company or the Selling Stockholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanyCompany or any of the Selling Stockholder; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company and the Selling Stockholder shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or any of the Selling Stockholder in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod from the date of this Agreement through the Closing, the Company shall Seller and the Acquired Companies will promptly notify Parent the Purchaser in writing of: if they become aware of (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Seller or any of the Acquired Companies in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Seller or any of the Acquired Companies in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanySeller or the Acquired Companies under this Agreement; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VI impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.04(a) requires any material change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a material change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall Seller and the Acquired Companies will promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall will be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Seller or any of the Acquired Companies in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article VI has been satisfied, but all such updates will be deemed to supplement and amend the Disclosure Schedule for the purpose of the indemnification provisions set forth in Article IX.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Parent and Company shall each promptly notify Parent the other party in writing of: (i) the discovery by the Parent or Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Parent or Company, respectively, in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Parent or Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyParent or Company pursuant to this Agreement; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 5.18 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, , 38. condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikelyunlikely prior to July 31, 1999. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No Except as expressly set forth in this Agreement, no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or any of the Stockholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company or any of the Stockholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of this Agreement by the CompanyCompany or any of the Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) except as provided in Section 9.2, determining the accuracy of any of the representations and warranties made by the Company or any of the Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, SMG and the Company Shareholders shall promptly notify Parent HALIS in writing of: (i) the discovery by SMG or any of the Company Shareholders of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by SMG or any of the Company Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by SMG or any of the Company Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of SMG or any of the CompanyShareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then SMG or the Company Shareholders shall promptly deliver to Parent HALIS an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by SMG or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Parent and Company shall each promptly notify Parent the other party in writing of: (i) the discovery by the Parent or Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Parent or Company, respectively, in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Parent or Company in this Agreement if (Aa) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bb) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyParent or Company pursuant to this Agreement; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 5.18 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Target shall promptly notify Parent in writing of: (i) the discovery by the Company Target of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company Target in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company Target in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyTarget; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Target shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in Target upon execution of this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied. (c) Any written approval by Parent under Section 4.2 shall not constitute a breach of representation or warranty at the Closing Date.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company Acquired Companies of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Acquired Companies in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyAcquired Companies; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No If such update(s), individually or in the aggregate, (x) relates to an event, condition, fact or circumstance first occurring or existing on or prior to the date hereof or (y) relates to an event, condition, fact or circumstance of which the Acquired Companies had Knowledge of or should reasonably have had Knowledge of on or prior to the date hereof, then no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Acquired Companies in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, or (iii) indemnification pursuant to Section 9. If such update(s), individually or in the aggregate, relates to an event, condition, fact or circumstance first occurring or existing subsequent to the date hereof, then no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by the Acquired Companies in this Agreement for the purposes of determining whether any of the conditions set forth in Section 6 has been satisfied; provided, however, that such update(s) shall be deemed to supplement and amend the Disclosure Schedules for the purposes of determining whether a breach of such representation and warranty has occurred as of the Closing and for the indemnification related thereto if the Acquired Companies did not have Knowledge of or should not reasonably have had Knowledge of such event, condition, fact or circumstance, on or prior to the date hereof, except (x) to the extent that the breach of such representation and warranty is material, individually or in the aggregate and (y) no such update shall be deemed to supplement and amend the Disclosure Schedules for the purposes of determining whether a breach of Section 2.14(i), (k) or (l) has occurred as of the Closing and for the indemnification related thereto.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies shall promptly notify Parent ADAC in writing of: (i) the discovery by the any Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by any Company or any of the Company Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Companies or any of the Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompanies or any of the Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 Articles 7 or Section 7 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Companies shall promptly deliver to Parent ADAC an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Companies or any of the Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has Article 8 have been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any material covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Vendors shall promptly notify Parent the Purchaser in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Vendors in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Vendors in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanyVendors; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Vendors shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Vendors in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 5 has been satisfied. (c) During the Pre-Closing Period, the Purchaser shall promptly notify the Vendors in writing of the discovery of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by the Vendors in this Agreement. (d) The Purchasers and the Vendors shall meet and discuss in good faith any update to the Disclosure Schedule referred to in Section 4.4(b) or any notification given under Section 4.4(d).

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Validity shall promptly notify Parent Buyer in writing of: (i) the discovery by the Company Validity of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by Validity or any of the Company Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by Validity or any of the Company Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of Validity or any of the CompanyShareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 9 or Section 7 10 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a7.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Validity shall promptly deliver to Parent Buyer an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Validity or any of the Company Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 9 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, but all such updates shall be deemed to supplement and amend the Disclosure Schedule for the purpose of the indemnification provisions set forth in Section 9.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Stockholder and the Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by the Company Stockholder or the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Stockholder or the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Stockholder or the Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanyStockholder or the Seller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 5 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Stockholder and the Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by any of the representations and warranties made by Stockholder or the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Companies, the Parent and the Designated Persons shall promptly notify Parent Xxxxxx in writing of: (i) the discovery by the Company Companies, the Parent or the Designated Persons of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Companies, the Parent or any of the Designated Persons in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Companies, the Parent or any of the Designated Persons in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompanies, the Parent or any of the Designated Persons; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) Within 10 days following the restatement date of this Agreement, the Companies shall deliver a final amended and restated Disclosure Schedule (subject to updates as provided below). To the extent such amended and restated Disclosure Schedule contains information not previously reflected on the original Disclosure Schedule or updates thereof subsequently delivered to Xxxxxx, Xxxxxx shall have the option to terminate this Agreement by giving notice within 7 days as described in this paragraph. If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Companies, the Parent or the Designated Persons shall promptly deliver to Parent Xxxxxx an update to the Disclosure Schedule specifying such change. No Upon receipt of any such update updated Disclosure Schedule from the Companies, the Parent or the Designated Persons, Xxxxxx shall have the right to terminate this Agreement in accordance with Section 9.1(h) by giving notice in accordance with Section 9.2 within 7 days following delivery of such updated Disclosure Schedule to Xxxxxx. If Xxxxxx fails to give such notice within such 7 day period, the Disclosure Schedule shall be deemed amended to supplement or amend include the Disclosure Schedule updated information for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfiedall purposes hereunder.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and the Signing Shareholder shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or the Signing Shareholder in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company or the Signing Shareholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany or the Signing Shareholder; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or the Signing Shareholder in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller and Purchaser shall promptly notify Parent the other party in writing of: (i) the discovery by Seller or Purchaser, as the Company case may be, of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement; (ii) the discovery by Seller or Purchaser, as the case may be, of any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of Seller or Purchaser, as the Companycase may be; and (iv) the discovery by Seller or Purchaser, as the case may be, of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 8.1 or Section 7 8.2 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed by Seller pursuant to Section 4.3(a7.2(a) requires any change in the Disclosure ScheduleSchedule attached hereto, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. If any event, condition, fact or circumstance is required to be disclosed by Purchaser pursuant to Section 6.2(a), then Purchaser shall promptly deliver to Seller written disclosure of such event, condition, fact or circumstance. No such update by Seller or disclosure by Purchaser shall be deemed to supplement or amend the Disclosure Schedule in the case of Seller, or Section 5 of this Agreement, in the case of Purchaser, for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seller or Purchaser, as the Company case may be, in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 8.1 or 8.2 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify the Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to the Parent an update to the Disclosure Schedule specifying such change. No such Such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this AgreementAgreement or in the Closing Certificate, or and (ii) determining whether any of the conditions set forth in Section Sections 6 has and 7 have been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Pre- Closing Period, Xenova and the Company Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by Xenova or the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by Xenova or the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by Xenova or the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of Xenova or the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 8 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 6.5 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Xenova and the Company Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 8 has been satisfied. In the event any such change in the Disclosure Schedule results in a material change in the Seller's ability to make the representations and warranties made herein, then Purchaser shall be entitled not to conduct the Closing in view of such update or may request that Xenova and Seller agree in writing to negotiate with Purchaser in good faith an appropriate modification to the Purchase Price to take into account any such supplemental information, which request shall not be unreasonably denied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or any of the Principal Stockholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company or any of the Principal Stockholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany or any of the Principal Stockholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or any of the Principal Stockholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions condition set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement until the Closing (if applicable), at which time the Company's representations and warranties shall be deemed updated in all respects with those (and only those) additional disclosures that reflect changes in the Company's affairs since the date of this Agreement, or (ii) determining whether any of the conditions condition set forth in Section 6 has been satisfiedsatisfied for purposes of determining the obligations of Parent and Merger Sub to complete the Closing.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. Notification in accordance with this Section 4.4(a) shall not affect the Company's liability for breach of any such representation, warranty or covenant under this Agreement. (b) If During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute an inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of Parent or Merger Sub; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied7 impossible or unlikely. Notification in accordance with this Section 4.4(b) shall not affect Parent's liability for breach of any such representation, warranty or covenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Purchaser, at least one week prior to the Closing Date, an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (iA) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement or in the Closing Certificate, or (iiB) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchasers in writing of: : (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change impracticable. The Seller shall update in the Disclosure ScheduleSchedule in the Pre-Closing Period in connection with any notification required pursuant to this Section 4.4; provided however, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No that no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement as of the Signing Date or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, nor shall any such update be deemed be an admission of materiality.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Selling Parties shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by the Company any Selling Party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company a Selling Party in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company a Selling Party in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the Companya Selling Party; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 9.1 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 7.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Selling Parties shall as promptly as practicable deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company a Selling Party in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 9.1 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the period subsequent to the execution of this Agreement and prior to the Effective Time (the "Pre-Closing Period"), the Company shall promptly notify Parent Wavetech and Wavetech shall promptly notify the Company in writing of: (i) the discovery by either of the Company parties hereto of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by Wavetech in Article II or by the Company in Article III in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Companysuch party; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 Sections 6.1, 6.2 or Section 7 6.3 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.2(a) requires any change in either the Wavetech Disclosure ScheduleLetter or the DCI Disclosure Letter, as the case may be or if any such event, condition, fact or circumstance would require such a change assuming the Wavetech Disclosure Schedule Letter or the DCI Disclosure Letter were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company or Wavetech, as the case may be, shall promptly deliver to Parent the other party an update in writing to the Disclosure Schedule Letter specifying such changechange and disclosing all material facts related thereto. No such update shall be deemed to supplement or amend the respective Disclosure Schedule Letter for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Sections 6.1, 6.2 or 6.3 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Holdings and the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or material breach of any representation or warranty made by Holdings and the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a 33 39 material inaccuracy in or material breach of any representation or warranty made by Holdings and the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of Holdings and the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. Notification in accordance with this Section 4.4(a) shall not affect Holdings' and the Company's liability for breach of any such representation, warranty or covenant under this Agreement. (b) If During the Pre-Closing Period, Parent shall promptly notify Holdings and the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes a material inaccuracy in or material breach of any representation or warranty made by Parent or Merger Sub in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute a material inaccuracy in or material breach of any representation or warranty made by Parent or Merger Sub (other than Section 3.7) in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of Parent or Merger Sub; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied7 impossible or unlikely. Notification in accordance with this Section 4.4(b) shall not affect Parent's liability for breach of any such representation, warranty or covenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company each party shall promptly notify Parent the others in writing of the discovery by such party of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company such party in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Companysuch party; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.9(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 7 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Conduct shall promptly notify Parent Mercury in writing of: : (i) the discovery by the Company Conduct or Subsidiary of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Conduct or Subsidiary in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Conduct or Subsidiary in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanyConduct or Subsidiary; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. Notification in accordance with this Section 5.3(a) shall not affect Conduct's or Subsidiary's liability for breach of any such representation, warranty or covenant under this Agreement. (b) If During the Pre-Closing Period, Mercury shall promptly notify Conduct in writing of: (i) the discovery by Mercury of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by Mercury in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute an inaccuracy in or breach of any representation or warranty made by Mercury in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of Mercury; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied8 impossible or unlikely. Notification in accordance with this Section 5.3(b) shall not affect Mercury's liability for breach of any such representation, warranty or covenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-period between the date of this Agreement and the Closing PeriodDate, the Company Imagyn and Sellers shall promptly notify Parent Buyer in writing of: (i) the discovery by the Company Imagyn of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Imagyn or either Seller in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Imagyn or either Seller in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; andImagyn or either Seller; (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VIII impossible or unlikely; and (v) any actual or, to the best knowledge of Imagyn or either Seller, possible action, proceeding or investigation by any Governmental Agency or any other person (A) challenging or seeking material damages in connection with the sales of the Assets and the transactions contemplated hereby or (B) seeking to restrain or prohibit the consummation of the transactions or otherwise limit the right of Buyer to own or operate all or any portion of the Business or Assets of Imagyn or either Seller. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 6.10 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Imagyn shall promptly deliver to Parent Buyer an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Imagyn and each Seller in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article VIII has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Preperiod subsequent to the execution of this Agreement and prior to the Effective Time (the "PRE-Closing PeriodCLOSING PERIOD"), the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 Sections 6.1, 6.2 or Section 7 6.3 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.2(a) requires any change in the Company Disclosure ScheduleSchedules, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule Schedules were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule Schedules specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule Schedules for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Sections 6.1, 6.2 or 6.3 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchasers in writing of: : (ia) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.5 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Purchasers an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Hardy shall promptly notify Parent Purchaser in writing of: : (i) the discovery by the Company Hardy of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes in any material respect an inaccuracy in or breach of any representation or warranty made by the Company Hardy in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute in any material respect an inaccuracy in or breach of any representation or warranty made by the Company Hardy in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanyHardy; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section Article 6 or Section 7 impossible or unlikelyunlikely on or prior to the Closing Date. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Hardy shall promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and CIBER shall promptly notify Parent in writing the Purchasers, and the Purchasers shall promptly notify the Company and CIBER of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company or CIBER in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that comes to the knowledge of the Company or CIBER, on the one hand, or the Purchasers, on the other hand, and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company or CIBER in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach Breach of any covenant or obligation of the CompanyCompany or CIBER; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section Article 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a6.04(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company and CIBER shall promptly deliver to Parent the Purchasers an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or CIBER in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article 7 has been satisfied; PROVIDED, HOWEVER, that they shall be deemed to be an amendment to the Disclosure Schedule for purposes of Article 10 hereof. In addition, the Company and CIBER and their respective representatives shall provide the Purchasers and their respective representatives with (i) any additional documents and information responsive to a request of the Purchasers that become available subsequent to the Company's or CIBER's response to such request and (ii) any documents or information that become available that modify, update or supplement any documents or other information already provided to the Purchasers (or any of them), in each case as promptly as reasonably practicable after such additional information, documents or materials become available.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Seller shall promptly notify Parent the Purchaser in writing of: : (i) the discovery by the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or an inaccuracy in or breach of any representation or warranty made by the Company Seller in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or an inaccuracy in or breach of any representation or warranty made by the Company Seller in this Agreement if if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanySeller; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VI impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.9(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 Article VI has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or any of the Key Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company or any of the Key Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of this Agreement by the CompanyCompany or any of the Key Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule a notice specifying such change. In addition, at the Closing, the Company shall deliver an updated Company Disclosure Schedule setting forth any required changes to the Company Disclosure Schedule (the "Updated Company Disclosure Schedule"). No such update notice or Updated Disclosure shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update to the Disclosure Schedule shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied, unless Parent and the Company mutually agree in writing that such update shall supplement or amend the Disclosure Schedule for such purposes. Parent and the Company agree to act reasonably and in good faith in determining whether, as a result of the information contained in any update to the Disclosure Schedule, the condition set forth in Section 6.1 has been satisfied (it being understood that (A) if the Company and Parent, acting reasonably and in good faith, agree that as a result of the information contained in any update to the Disclosure Schedule, the condition set forth in Section 6.1 has not been satisfied, and Parent proceeds with the Closing, then Parent will be deemed to have waived its rights to obtain indemnification under Section 9 with respect to such information, and (B) if the Company and Parent, acting reasonably and in good faith, do not agree as to whether as a result of the information contained in any update to the Disclosure Schedule, the condition set forth in Section 6.1 has been satisfied, and Parent proceeds with the Closing, then Parent will not be deemed to have waived its rights to obtain indemnification under Section 9 with respect to such information).

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Acquired Corporations shall promptly notify Parent in writing of: : (i) the discovery by any of the Company Acquired Corporations of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by any of the Company Acquired Corporations or any of the Designated Stockholders in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by any of the Company Acquired Corporations or any of the Designated Stockholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of any of the CompanyAcquired Corporations or any of the Designated Stockholders; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company and the Designated Stockholders shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No Except as expressly set forth in this Agreement, no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by any of the Company Acquired Corporations or any of the Designated Stockholders in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany or the Selling Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikelyunlikely . (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 7 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Dry Creek shall promptly notify Parent PUMATECH in writing of: : (i) the discovery by the Company Dry Creek of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company Dry Creek in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company Dry Creek in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanyDry Creek; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. Notification in accordance with this Section 5.3(a) shall not affect Dry Creek's liability for breach of any such representation, warranty or covenant under this Agreement. (b) If During the Pre-Closing Period, PUMATECH shall promptly notify Dry Creek in writing of: (i) the discovery by PUMATECH of any event, condition, fact or circumstance that is required occurred or existed on or prior to be disclosed pursuant to Section 4.3(athe date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by PUMATECH in this Agreement; (ii) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would require cause or constitute an inaccuracy in or breach of any representation or warranty made by PUMATECH in this Agreement if (A) such a change assuming the Disclosure Schedule were dated representation or warranty had been made as of the date time of the occurrence, existence or discovery of such event, condition, fact or circumstancecircumstance or (B) such event, then the Company shall promptly deliver to Parent an update condition, fact or circumstance had occurred, arisen or existed on or prior to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose date of this Agreement; (iiii) determining the accuracy any breach of any covenant or obligation of PUMATECH; and (iv) any event, condition, fact or circumstance that would make the representations and warranties made by the Company in this Agreement, or (ii) determining whether timely satisfaction of any of the conditions set forth in Section 6 has been satisfied8 impossible or unlikely. Notification in accordance with this Section 5.3(b) shall not affect PUMATECH's liability for breach of any such representation, warranty or covenant under this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company or any of the Insider Shareholders in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company or any of the Insider Shareholders in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany or any of the Insider Shareholders; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 7 or Section 7 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a5.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company or any of the Insider Shareholders in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company and Sellers shall promptly notify Parent Purchaser in writing of: , any of the following: (ia) the discovery by the Company or any Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company or Sellers in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a material breach of any representation or warranty made by the Company or the Sellers in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or Closing Date; (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iiic) any breach of any covenant or obligation of the CompanyCompany or Sellers set forth in this Agreement; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If . Any such notification shall not have the effect of amending the Disclosure Schedules or constitute of waiver of any eventrights of Purchaser. On or before the Closing Date, conditionCompany and Sellers may amend the Disclosure Schedules to reflect any matter that arises or is discovered after the date hereof that, fact if existing or circumstance that is known on the date hereof, would have been required to be disclosed pursuant to Section 4.3(a) requires in such Disclosure Schedules, provided that no such amendment shall cure any change in the Disclosure Schedule, breach or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy inaccuracy of any of the representations and warranties representation or warranty made by the Company in this Agreement, or (ii) determining whether any of the conditions Sellers on the date hereof or be considered in determining whether the condition set forth in Section 6 6.1 has been satisfiedmet.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Principal Shareholder, Parent and the Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by any Shareholder or the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Principal Shareholder, Parent or the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Principal Shareholder, Parent or the Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of the CompanyPrincipal Shareholder, the Parent or the Seller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Principal Shareholder, Parent and the Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by any of the representations and warranties made by Principal Shareholder, Parent or the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent Terayon in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) the discovery by the Company of any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an a material inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) the discovery by the Company of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent Terayon an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or 26 33 (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the CompanyCompany or any of the Signing Shareholders; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Company Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-period prior to the Closing PeriodDate, the Company Company, on the one hand, and each of the Purchasers, on the other hand, shall promptly notify Parent the other parties in writing of: (i) the discovery by the Company any of them of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company them in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company any of them in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Companyany of them; andor (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely. (b) If any eventThe Company may, conditionno later than five (5) business days prior to the Closing, fact or circumstance that is required deliver to be disclosed pursuant the Purchasers a written update to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such Company's Schedule of Exceptions attached hereto as Exhibit C specifying a change assuming the Disclosure to such Schedule were dated of Exceptions arising as a result of developments occurring after the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update this Agreement. No later than one (1) business day prior to the Disclosure Schedule specifying Closing, the Purchasers shall provide written notice to the Company, which written notice shall specify whether the Purchasers have, in their sole discretion, accepted or rejected such changeupdate. No In the event such update is accepted, such update shall be deemed to supplement and amend the Company's Schedule of Exceptions attached hereto as Exhibit C. Notwithstanding anything therein to the contrary, no such update that is not otherwise accepted by the Purchasers in the manner described above shall be deemed to supplement or amend the Disclosure Company's Schedule of Exceptions attached hereto as Exhibit C for the purpose of (iA) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (iiB) determining whether any of the conditions set forth in Section 6 has 5 have been satisfiedsatisfied unless the parties agree to proceed with the Closing, in which case the update shall be deemed to supplement or amend the Company's Schedule of Exceptions attached hereto.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Periodperiod prior to each Closing, the Company Company, on the one hand, and each of the Purchasers, on the other hand, shall promptly notify Parent the other parties in writing of: (i) the discovery by the Company any of them of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company them in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company any of them in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Companyany of them; andor (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 5 or Section 7 6 impossible or unlikely. (b) If any eventThe Company may, conditionno later than five business days prior to a Closing, fact or circumstance that is required deliver to be disclosed pursuant the Purchasers a written update to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such Schedule of Exceptions attached hereto as Exhibit C specifying a change assuming the Disclosure to such Schedule were dated of Exceptions arising as a result of developments occurring after the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update this Agreement. No later than one business day prior to the Disclosure Schedule specifying applicable Closing, the Purchasers shall provide written notice to the Company, which written notice shall specify whether the Purchasers have, in their sole discretion, accepted or rejected such changeupdate. No In the event such update is accepted, such update shall be deemed to supplement and amend the Schedule of Exceptions attached hereto as Exhibit C. Notwithstanding anything therein to the contrary, no such update that is not otherwise accepted by the Purchasers in the manner described above shall be deemed to supplement or amend the Disclosure Schedule of Exceptions attached hereto as Exhibit C for the purpose of (iA) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (iiB) determining whether any of the conditions set forth in Section 6 has 5 hereof have been satisfiedsatisfied unless the parties agree to proceed with the Closing, in which case the update shall be deemed to supplement or amend the Schedule of Exceptions attached hereto.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Seller and the Company shall promptly notify Parent Purchaser in writing of the discovery by Seller or the Company of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company Seller in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a material breach of any representation or warranty made by the Company Seller in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Seller or the Company; and (iv) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Seller shall promptly deliver to Parent Purchaser an update to the Disclosure Schedule specifying such change. No such Such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company Seller in this Agreement, or (ii) but not for determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company Shareholders and the Seller shall promptly notify Parent the Purchaser in writing of: : (ia) the discovery by any Shareholder or the Company Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach a Breach of any representation or warranty made by the Company Shareholders or the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach a Breach of any representation or warranty made by the Company Shareholders or the Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any breach Breach of any covenant or obligation of any Shareholder or the CompanySeller; and and (ivd) any event, condition, fact or circumstance that would may make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.3(a) 4.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company Shareholders and the Seller shall promptly deliver to Parent the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by any of the representations and warranties made by Shareholders or the Company Seller in this AgreementAgreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: : (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or a breach of any representation or warranty made by the Company in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or a breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iii) any breach of any covenant or obligation of the Company; and and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, Agreement or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company or its Subsidiaries of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement, including without limitation, with respect to the fees, costs and expenses incurred, or expected to be incurred, by or for the benefit of the Company in accordance with Section 2.22; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the CompanyCompany by the Company or any of its Representatives; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.