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

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders shall promptly notify the Purchaser in writing of: (a) the discovery by any of the 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 any representation or warranty made by any of the Selling Shareholders or by the Purchaser 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 any of the Selling Shareholders or the Purchaser in this Agreement if: (i) 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 (ii) 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 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 Purchaser (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 (y) 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 7 or Section 8 impossible or unlikely. No notification given pursuant to this Section 5.3 shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (x) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders in this Agreement; or (y) determining whether any of the conditions set forth in Section 7 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Seller Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify Parent and the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to Parent and the Purchaser an update to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as Disclosure Schedule specifying 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 (y) 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 7 or Section 8 impossible or unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Seller Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Company shall promptly notify the Purchaser Parent in writing of: (ai) the discovery by any of the 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 any representation or warranty made by any of the Selling Shareholders or by the Purchaser 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 any of the Selling Shareholders or the Purchaser in this Agreement if: (i) 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 (ii) 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 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 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 any representation or warranty made by the Purchaser or by any of the Selling Shareholders Company in this Agreement; (Bii) 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 Company in this Agreement if: if (1A) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (2B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (Ciii) any breach of any covenant or obligation of the Purchaser (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 9.1Acquired Corporations; and (yiv) 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 7 6 or Section 8 7 impossible or unlikely. No notification given If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 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: (xi) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders Company in this Agreement; or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser Purchasers in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.5 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available Purchasers an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 5 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.3 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 5 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) 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 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Seller's Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Pre- Closing Period, each of Xenova and the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies Xenova or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of Xenova or the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Xenova or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach Breach of any covenant or obligation of any of Xenova or 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 8 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 6.5 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then Xenova and the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (x) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders in this Agreement; or (y) determining whether any of the conditions set forth in Section 7 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. During the Pre-Closing Period, each of the Selling Shareholders Buyer shall promptly notify the Purchaser Seller in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders Buyer 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Buyer 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Buyer in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Buyer; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Article VI or Article VII impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 5.04 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then Buyer shall promptly deliver to Seller an update to the date of this Agreement; Disclosure Schedule specifying such change and (C) any breach of any covenant or obligation of the Purchaser (it being understood that the failure of the Purchaser when accepted by Seller, such update shall, subject 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 AgreementSection 7.01, including under Section 8.2 or Section 9.1; and (y) 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 7 or Section 8 impossible or unlikely. No notification given pursuant to this Section 5.3 shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (x) of determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Buyer in this Agreement; or (y) determining whether any of the conditions set forth in Section 7 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of Xxxxxxxxx and the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies Xxxxxxxxx or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of Xxxxxxxxx or the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Xxxxxxxxx or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach Breach of any covenant or obligation of any of Xxxxxxxxx or 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.5 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then Xxxxxxxxx and the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of Xxxxxxxxx or the Selling Shareholders Seller in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, each of the Selling Shareholders Company shall promptly notify the Purchaser Parent in writing of: (ai) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach of or an inaccuracy in or breach of any representation or warranty made by any of the Selling Shareholders or by the Purchaser Company in this Agreement; (bii) 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 Selling Shareholders or the Purchaser Company in this Agreement if: if (iA) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or 26 33 (iiB) 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 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 (Ciii) any breach of any covenant or obligation of the Purchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as such obligations relate to inaccuracies Company 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 9.1Signing Shareholders; and (yiv) 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 7 6 or Section 8 7 impossible or unlikely. No notification given (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 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: of (xi) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders Company in this Agreement; , or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.. 4.4

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Parties shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach Breach of or an inaccuracy in any representation or warranty made by any of the a Selling Shareholders or by the Purchaser Party 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 Breach of or an inaccuracy in any representation or warranty made by any of the a Selling Shareholders or the Purchaser Party in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach Breach of any covenant or obligation of any of the a 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 9.1Party; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 9.1 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 7.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Selling Parties shall as promptly as practicable deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the a Selling Shareholders Party in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 9.1 has been satisfied.

Notification; Updates to Disclosure Schedule. During From the Pre-Closing Perioddate of this Agreement until the Closing, each of the Selling Shareholders Company and Sellers shall promptly notify the Purchaser Buyer in writing of: (a) the discovery by the Company or any of the Acquired Companies or the Selling Shareholders 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 any representation or warranty made by any of the Selling Shareholders Company or by the Purchaser Seller 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 any of the Selling Shareholders Company or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) 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 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 Company 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 5.10 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available Buyer an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Company or Sellers in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Principal Shareholder, Parent and the Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies Shareholder or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Principal Shareholder, Parent or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Principal Shareholder, Parent or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach Breach of any covenant or obligation of any of the Selling Shareholders (it being understood that Principal Shareholder, the failure of Parent or 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (2) such event, conditionthen the Principal Shareholder, fact or circumstance had occurred, arisen or existed on or prior Parent and the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Principal Shareholder, Parent or the Seller in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify Parent and the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 0 or Section 0 hereof impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 0 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Seller shall promptly deliver to Parent and the Purchaser an update to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as Disclosure Schedule specifying 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 (y) 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 7 or Section 8 impossible or unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Seller Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 0 hereof has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders shall Seller will promptly notify the Purchaser Buyer in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 any of the Selling Shareholders or by the Purchaser Seller 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 or Breach of any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 circumstanceSeller; 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 Purchaser (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 (y) 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 7 or Section 8 5 impossible or unlikely. No notification given If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 shall 4.7(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 Seller will promptly deliver to Buyer an update to the Disclosure Schedule specifying such change. No such update will be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders Seller in this Agreement; , or (yii) determining whether any of the conditions set forth in Section 7 5 has been satisfiedsatisfied or waived unless and until the Closing has occurred.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 5.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then Seller shall promptly deliver to Purchaser an update to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as Disclosure Schedule specifying 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 (y) 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 7 or Section 8 impossible or unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (x) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders in this Agreement; or (y) determining whether any of the conditions set forth in Section 7 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Parties shall promptly notify the Purchaser each other in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders party 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 a breach Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser other party hereto 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser in this Agreement if: other party if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; circumstance or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1other party; 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; (Bd) 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 Purchaser (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 (y) 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 may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely. No notification given If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 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 Seller shall promptly deliver to 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: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Closing Certificate, (yii) determining whether any of the conditions set forth in Section 7 has been satisfiedsatisfied or (iii) determining whether any of the Indemnitees is entitled to indemnification pursuant to Section 10.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Company shall promptly notify the Purchaser Buyer in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach material Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser in this AgreementRepresentation; (b) any event, condition, fact or circumstance that occurs, arises or exists after during the date of this Agreement Pre-Closing Period and that would could cause or constitute a breach material Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser in this Agreement if: Representation if (i) such representation or warranty Representation had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach material 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 9.1Company; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 11 or Section 12 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 11.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Company shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available Buyer an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (x) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders in this Agreement; or (y) determining whether any of the conditions condition set forth in Section 7 12 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders and the Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies Shareholder or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach Breach of any covenant or obligation of any of Shareholder or 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Shareholders and the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders or the Seller in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During Subject to Sections 6.9, 6.10 and 7.10, during the Pre-Closing Period, each of the Selling Shareholders Parent, the Members and the Sellers shall promptly notify the Purchaser in writing of: (a) the discovery by the Parent, any of the Acquired Companies Member or the Selling Shareholders 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 a breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Parent, the Members or by the Purchaser Sellers 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 any of the Selling Shareholders Parent, the Members or the Purchaser Sellers in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) 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 Parent, any of Member or 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 9.1Sellers; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any such event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (2) such event, conditionthen the Parent, fact or circumstance had occurred, arisen or existed on or prior the Members and the Sellers shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Parent, the Members or the Sellers in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Company shall promptly notify the Purchaser Parent in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach of or an inaccuracy in or breach of any representation or warranty made by the Company or any of the Selling Shareholders or by the Purchaser Designated Stockholders 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 in, or breach of, any representation or warranty made by the Company or any of the Selling Shareholders or the Purchaser Designated Stockholders in this Agreement if: if (iA) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (iiB) 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 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 Purchaser (it being understood that the failure of the Purchaser to perform any obligations set forth in this sentence as such obligations relate to inaccuracies Company 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 9.1Designated Stockholders; and (y) 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 7 6 or Section 8 7 impossible or unlikely. No notification given If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 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 was 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 (xi) determining the accuracy of any of the representations and warranties made by the Company or any of the Selling Shareholders Designated Stockholders in this Agreement; , or (yii) determining whether any of the conditions set forth in Section 7 has 6 have been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after would reasonably be expected to make the date timely satisfaction 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 conditions set forth in Section 6 or Section 7 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available Seller shall deliver to the Purchaser, including under Section 10). Each Party shall promptly notify at least one week prior to the other Party of Closing Date, an update to the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xA) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Closing Certificate, or (yB) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Company and Sellers shall promptly notify the Purchaser in writing of, any of the following: (a) the discovery by Company or any of the Acquired Companies or the Selling Shareholders 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 any representation or warranty made by any of the Selling Shareholders Company or by the Purchaser Sellers 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 material breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Company or the Purchaser Sellers in this Agreement if: (i) such representation or warranty had been made as at the time of the occurrence, existence or discovery of such event, condition, fact or circumstanceClosing Date; or (ii) 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 any of the Selling Shareholders (it being understood that the failure of the Selling Shareholders to perform any obligations Company or Sellers 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; (Bd) 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 Purchaser (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 (y) 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 may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 6 impossible or unlikely. No Any such notification given pursuant to this Section 5.3 shall be deemed to supplement not have the effect of amending the Disclosure Schedules or constitute of waiver of any rights of Purchaser. On or before the Closing Date, Company and Sellers may amend the Disclosure Schedule for Schedules to reflect any matter that arises or is discovered after the purpose of: (x) determining date hereof that, if existing or known on the accuracy date hereof, would have been required to be disclosed in such Disclosure Schedules, provided that no such amendment shall cure any breach or inaccuracy of any representation or warranty made by the Company or any of the representations and warranties made by any of Sellers on the Selling Shareholders date hereof or be considered in this Agreement; or (y) determining whether any of the conditions condition set forth in Section 7 6.1 has been satisfiedmet.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser Buyer in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Article VI or Article VII impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.03 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then Seller shall promptly deliver to Buyer an update to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (it being understood that the failure of the Purchaser Disclosure Schedule specifying such change and, when accepted by Buyer, such update shall, subject 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 AgreementSection 6.01, including under Section 8.2 or Section 9.1; and (y) 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 7 or Section 8 impossible or unlikely. No notification given pursuant to this Section 5.3 shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: (x) of determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or (y) determining whether any of the conditions set forth in Section 7 has been satisfiedClosing Certificate.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Stockholder and the Seller shall promptly notify the Purchaser in writing of: (a) the discovery by any of the Acquired Companies Stockholder or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Stockholder or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders Stockholder or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach Breach of any covenant or obligation of any of the Selling Shareholders (it being understood that Stockholder or 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 9.1Seller; 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; (Bd) any event, condition, fact or circumstance that occurs, arises or exists after may make the date timely satisfaction 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 conditions set forth in Section 5 impossible or unlikely. If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Agreement if: (1) Section 4.4 requires any change in the Disclosure Schedule, or if any such representation event, condition, fact or warranty had been made circumstance would require such a change assuming the Disclosure Schedule were dated as at of the time date 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 then the Stockholder and the Seller shall promptly deliver to the date of this Agreement; and (C) any breach of any covenant or obligation of the Purchaser (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 (y) not limit or otherwise affect any rights or remedies available an update to the Purchaser, including under Section 10). Each Party shall promptly notify the other Party of the discovery by Disclosure Schedule specifying such Party of 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 unlikelychange. No notification given pursuant to this Section 5.3 such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Stockholder or the Seller in this Agreement; Agreement or in the Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Company shall promptly notify the Purchaser Parent in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a material inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Company 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 a material inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Company in this Agreement if: if (iA) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (iiB) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any material 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 9.1Acquired Corporations; 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 Purchaser (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 (y) 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 7 6 or Section 8 7 impossible or unlikely. No notification given If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 3.3(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. Except as set forth in Sections 9.2(a)(i) and (ii), no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders Company in this Agreement; , or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied.

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify Parent and the Purchaser in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) 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 Purchaser (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 (y) 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 may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 hereof impossible or unlikely. No notification given If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 5.6 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 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: of (xi) determining the accuracy of any of the representations and warranties representation or warranty made by any of the Selling Shareholders Seller in this Agreement; Agreement or in the Seller Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 hereof has been satisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, each of the Selling Shareholders Parent shall promptly notify the Purchaser Company in writing of: (ai) the discovery by any of the Acquired Companies or the Selling Shareholders 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 a breach of or an inaccuracy in or breach of any representation or warranty made by any of the Selling Shareholders or by the Purchaser Parent in this Agreement; (bii) 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 Selling Shareholders or the Purchaser Parent in this Agreement if: if (iA) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (iiB) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ciii) 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 9.1Parent; and (yiv) 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 Purchaser (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 (y) 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 7 6 or Section 8 7 impossible or unlikely. No notification given (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.3 5.5(a) 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 29 36 such update shall be deemed to supplement or amend the Parent Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any of the representations and warranties made by any of the Selling Shareholders Parent in this Agreement; , or (yii) determining whether any of the conditions set forth in Section 7 has been satisfied.. 5.6

Notification; Updates to Disclosure Schedule. During the Pre-Closing Period, each of the Selling Shareholders Seller shall promptly notify the Purchaser Purchasers in writing of: (a) the discovery by any of the Acquired Companies or the Selling Shareholders 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or by the Purchaser Seller 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 Breach of or an inaccuracy in any representation or warranty made by any of the Selling Shareholders or the Purchaser Seller in this Agreement if: if (i) such representation or warranty had been made as at of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; , or (ii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (c) any breach 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 9.1Seller; 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; (Bd) 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 Purchaser (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 (y) 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 may make the timely satisfaction of any of the conditions set forth in Section 7 6 or Section 8 7 impossible or unlikelyimpracticable. No The Seller shall update in the Disclosure Schedule in the Pre-Closing Period in connection with any notification given required pursuant to this Section 5.3 4.4; provided however, that no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of: of (xi) determining the accuracy of any representation or warranty made by the Seller in this Agreement as of the representations and warranties made by any of Signing Date or in the Selling Shareholders in this Agreement; Closing Certificate, or (yii) determining whether any of the conditions set forth in Section 7 6 has been satisfied, nor shall any such update be deemed be an admission of materiality.