Common use of Preserve Accuracy of Representations and Warranties; Notification of Certain Matters Clause in Contracts

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement or as otherwise consistent with the Development Plan, and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (c) Each party shall promptly notify the other of (i) any change or event having, or that would reasonably be expected to have, a Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened in writing (or, if not threatened in writing, is otherwise material to such party), brought, asserted or commenced against such party, and (iii) any material default under any material contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Option Termination Date and of which such party has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, Agreement or as otherwise consistent with the Development Operating Plan, IgDraSol the Company shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Optionee shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSolthe Company or the Rights Proceeds, or any interest thereon) and expertise as IgDraSolthe Company, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement or as otherwise consistent with the Development Operating Plan, and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (c) Each party The Company shall promptly notify the other Optionee of (i) any change or event having, or that would reasonably be expected to have, a Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened in writing (or, if not threatened in writing, is otherwise material to such partythe Company and the Subsidiaries), brought, asserted or commenced against the Company which would have been listed in Section 3.18 of the Company Disclosure Schedule if such partylawsuit, claim, proceeding or investigation had arisen prior to the date hereof and (iii) any material default under any material contract Listed Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Option Termination Date and of which such party the Company has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) Each of Buyer and Seller hereto shall refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect omitting to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI shall refrain from taking take any action which would render any representation or warranty made by it such party in Article IV V or VI inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Closing Date. For purposes Each of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts Buyer and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party Seller shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement or as otherwise consistent with the Development Plan, and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (cb) Each party During the period prior to the Closing Date, Seller shall promptly notify the other Buyer of (i) any change Material Adverse Change, (ii) any breach of any representation, warranty, covenant or event having, other agreement of Seller under this Agreement or any Seller Ancillary Agreement that would reasonably be expected to have, cause a Material Adverse Effectcondition in Article IX not to be satisfied, (iiiii) any lawsuit, claim, proceeding or investigation that is threatened in writing (orto Seller’s Knowledge threatened, if not threatened in writing, or is otherwise material to such party), brought, asserted or commenced against any Company or Seller which would have been listed in Schedule 5.21 if such partylawsuit, claim, proceeding or investigation had arisen prior to the date hereof, or (iv) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement. Seller shall be entitled to update, amend or modify the Schedules qualifying the representations and warranties in Article V to this Agreement after the date hereof and prior to the Closing Date (the “Update Period”) (i) to reflect factors, circumstances or events first arising during the Update Period (provided that such factors, circumstances or events do not arise in connection with or as a result of a breach of a covenant by Seller) or (ii) in connection with any representation or warranty which is given to Seller’s Knowledge, a fact, event or circumstance which first becomes Known to Seller during the Update Period by providing Buyer with written notice setting forth (A) the update, (B) the schedule or portion thereof to be updated thereby, and (iiiC) a good faith estimate (“Seller Estimates”) of the Losses that may arise in connection with such matter (“Schedule Update”). If any material default under such Schedule Updates disclose any material contract matter or event whichcircumstance that individually, with or collectively for all such Schedule Updates, (x) specifies Seller Estimates of any change in value, positive or negative, of or less and Buyer agrees such estimate is reasonable, or (y) Buyer reasonably determines could be likely to result in any change in value, positive or negative, of or less, the Purchase Price shall be adjusted by such amount at Closing. If the parties are unable to agree on the value of such change, then it shall be determined by the Accounting Firm in the manner provided in Section 3.3(d). If any such Schedule Updates disclose any matter or circumstance that individually, or collectively for all such Schedule Updates, (x) specifies Seller Estimates of any change in value, positive or negative, in excess of or (y) Buyer reasonably determines could be likely to result in any change in value, positive or negative, in excess of then either party upon written notice or lapse of time or both, would become such a default on or prior to the Option Termination Date other may seek to modify the Purchase Price or Escrow Amount, and if the parties are unable to reach any agreed-upon modification, then either Buyer or Seller may terminate this Agreement within twenty (20) Business Days following conclusion of which such party negotiations pursuant to Section 12.1(e). To the extent that any Schedule Update under this Section 7.2(b) (whether individually or taken together with other updates, amendments or modifications) causes Buyer to incur Losses and/or Expenses, and the Agreement has Knowledgenot been modified, then such Losses and Expenses shall not be included in determining whether the threshold in Article XI has been reached and is subject to indemnification.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: Each party hereto shall (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI shall refrain from taking any action which would render any representation or warranty made by it in Article IV V or VI, as applicable, inaccurate in any material respect as of at any time prior to the Option Exercise Date Effective Time and take any and all actions as are necessary (ii) use commercially reasonable efforts to cause each of the representations and warranties made by it in Article IV V or VI, as applicable, to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard at any time prior to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stakeEffective Time. (b) Each party hereto shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect on at the Option Exercise Date, other than such events or matters permitted under this Agreement or as otherwise consistent with the Development Plan, Effective Time and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (c) Each party The Company shall promptly notify the other Parent of (i) any change or event having, or that would reasonably be expected to have, a Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened in writing (or, if not threatened in writing, is otherwise material to such partythe Company and the Subsidiaries), brought, asserted or commenced against the Company which would have been listed in Schedule 5.19 if such partylawsuit, claim, proceeding or investigation had arisen prior to the date hereof and (iii) any material default under any material contract Company Agreement or event which, with notice or lapse of time or both, would become such a default on or prior to the Option Termination Date Effective Time and of which such party the Company has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Seller shall refrain from taking any action action, or from not taking any action, which would render any representation of its representations or warranty made by it warranties contained in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise DateIV, respectively, untrue or inaccurate. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party Seller shall promptly notify the other Purchaser of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties contained in Article IV to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement inaccurate or as otherwise consistent with the Development Plan, and (ii) any action, suit or proceeding Action that shall be instituted or threatened against such party it to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (cb) Each party From the Effective Date until the Closing, Seller shall promptly notify the other Purchaser of (i) any change fact, circumstance, event or event havingaction the existence, occurrence or taking of which (A) has had, or that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 8.4 to be satisfied; (ii) any lawsuit, claim, proceeding notice or investigation other communication from any Person alleging that the consent of such Person is threatened or may be required in writing (or, if not threatened in writing, is otherwise material to such party), brought, asserted or commenced against such party, and connection with the transactions contemplated by this Agreement; (iii) any material default under any material contract or event which, with notice or lapse other communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company. From the Consulting Agreement Effective Date until the Closing, Purchaser shall promptly notify Seller of time any action that, to Purchaser’s Knowledge, if not taken by Seller or bothits Affiliates would reasonably be expected to have or cause a Material Adverse Effect or a Material Impact on the Licenses. For the avoidance of doubt, would become such a default on no notice under Section 5.8(a) or prior this Section 5.8(b) shall be deemed to the Option Termination Date and have modified any representation or warranty or cured any breach or relieved any Party of which such party has Knowledgeany obligation or liability under this Agreement.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, Agreement or as otherwise consistent with the Development Operating Plan, IgDraSol the Company shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Optionee shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSolthe Company or the Rights Proceeds, or any interest thereon) and expertise as IgDraSolthe Company, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] under this Agreement or as otherwise consistent with the Development Operating Plan, and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (c) Each party The Company shall promptly notify the other Optionee of (i) any change or event having, or that would reasonably be expected to have, a Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened in writing (or, if not threatened in writing, is otherwise material to such partythe Company and the Subsidiaries), brought, asserted or commenced against the Company which would have been listed in Section 3.18 of the Company Disclosure Schedule if such partylawsuit, claim, proceeding or investigation had arisen prior to the date hereof and (iii) any material default under any material contract Listed Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Option Termination Date and of which such party the Company has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in Until the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Termination Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; Member, the Company and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Buyer shall refrain from taking any action action, or from not taking any action, which would render any representation of the representations or warranty warranties contained in Article III or IV made by it in Article IV inaccurate in any material respect as of such party, respectively, untrue or inaccurate. Until the Option Exercise Date and take any and all actions as are necessary to cause Termination Date, each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) onlyCompany, the phrase “commercially reasonable efforts” means the exercise of such efforts Member and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party Buyer shall promptly notify each of the other parties hereto of (i) any event or matter that would reasonably be expected to cause any of its the representations or warranties contained in Article III or IV made by such party to be untrue in any material respect on the Option Exercise Dateor inaccurate, other than such events or matters permitted under this Agreement or as otherwise consistent with the Development Plan, and (ii) any action, suit or proceeding Action that shall be instituted or threatened against such party it to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement Agreement. (b) From the Effective Date until the Termination Date, the Company or the Merger Member shall promptly notify Buyer of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 5.01 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Member or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or that relates to the consummation of the transactions contemplated by this Agreement. (c) Each party From the Effective Date until the Termination Date, Buyer shall promptly notify the other Member of (i) any change fact, circumstance, event or event havingaction the existence, occurrence or taking of which (A) has had, or that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, assuming for this purpose that Buyer, Parent and/or Enterprises was the Company (a “Buyer Material Adverse Effect”), or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 5.02 to be satisfied; (ii) any lawsuit, claim, proceeding notice or investigation other communication from any Person alleging that the consent of such Person is threatened or may be required in writing (or, if not threatened in writing, is otherwise material to such party), brought, asserted or commenced against such party, and connection with the transactions contemplated by this Agreement; (iii) any material default under any material contract or event which, with notice or lapse other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Buyer’s Knowledge, threatened against, relating to or involving or otherwise affecting Buyer that, if pending on the date of time or boththis Agreement, would become such a default on have been required to have been disclosed pursuant to Section 4.04 or prior that relates to the Option Termination Date and consummation of which such the transactions contemplated by this Agreement. (d) For the avoidance of doubt, no notice under this Section 6.02 shall be deemed to have modified any representation or warranty or cured any breach or relieved any party has Knowledgehereto of any obligation or liability under this Agreement.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this AgreementThe Company, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations Selling Parties and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Buyer shall refrain from taking any action action, or from not taking any action, which would render any representation of its representations or warranty made by it warranties contained in Article Articles III, IV inaccurate in any material respect as or V, respectively, materially untrue or inaccurate. Each of the Option Exercise Date Selling Parties and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party Buyer shall promptly notify Buyer or the other Selling Parties, respectively, of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties contained in Articles III, IV or V, respectively, to be materially untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement inaccurate or as otherwise consistent with the Development Plan, and (ii) any action, suit or proceeding Action that shall be instituted or threatened against such party it to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (cb) Each party From the Effective Date until the Closing, the Selling Parties and the Company shall promptly notify the other Buyer of (i) any change fact, circumstance, event or event havingaction the existence, occurrence or taking of which (A) has had, or that would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Selling Parties hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 6.02 to be satisfied as of the Closing; (ii) any lawsuit, claim, proceeding notice or investigation other communication from any Person alleging that the consent of such Person is threatened or may be required in writing (or, if not threatened in writing, is otherwise material to such party), brought, asserted or commenced against such party, and connection with the transactions contemplated by this Agreement; (iii) any material default under any material contract or event which, with notice or lapse other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to the Knowledge of time the Company and the Selling Parties, threatened against, relating to or bothinvolving or otherwise affecting the Selling Parties or the Company that, if pending on the date of this Agreement, would become such a default on have been required to have been disclosed pursuant to Section 3.11 or prior that relates to the Option Termination Date and consummation of which such the transactions contemplated by this Agreement. For the avoidance of doubt, no notice under Section 7.02(a) or this Section 7.02 (b) shall be deemed to have modified any representation or warranty or cured any breach or relieved any party has Knowledgehereto of any obligation or liability under this Agreement.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this Agreement, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol The Company shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any MAE Representations or Updated Representations) inaccurate in any material respect as of the Option Exercise Date, (B) any of the MAE Representations inaccurate in any respect that would reasonably be expected to have a Material Adverse Effect or (BC) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations and warranties made by it in Article III (other than any MAE Representations or Updated Representations) to be true and correct in any all material respect respects as of the Option Exercise Date, (B) each of the MAE Representations to be true and correct in all respects, except for such breaches of such MAE Representations as would not reasonably be expected to have Material Adverse Effect, and (BC) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Optionee shall refrain from taking any action which would render any representation or warranty made by it in Article IV inaccurate in any material respect as of the Option Exercise Date and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSolthe Company or the Rights Proceeds, or any interest thereon) and expertise as IgDraSolthe Company, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party shall promptly notify the other of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement or as otherwise consistent with the Development Plan, Date and (ii) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or the Merger Agreement. (c) Each party The Company shall promptly notify the other Optionee of (i) any change or event having, or that would reasonably be expected to have, a Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened in writing (or, if not threatened in writing, is otherwise material to such partythe Company and the Subsidiaries), brought, asserted or commenced against the Company which would have been listed in Schedule 3.19 if such partylawsuit, claim, proceeding or investigation had arisen prior to the date hereof and (iii) any material default under any material contract Company Agreement or event which, with notice or lapse of time or both, would become such a default on or prior to the Option Termination Date and of which such party the Company has Knowledge.

Preserve Accuracy of Representations and Warranties; Notification of Certain Matters. (a) Other than as permitted under this AgreementThe Target Companies, as disclosed in the IgDraSol Disclosure Schedules, or as otherwise consistent with the Development Plan, IgDraSol shall: (i) refrain from taking any action which would render (A) any representation or warranty made by it in Article III (other than any Updated Representations) inaccurate in any material respect as of the Option Exercise Date, or (B) any Updated Representations inaccurate in any material respect after giving effect to the Updated Schedules; and (ii) use commercially reasonable efforts to cause (A) each of the representations Sellers, ParentCo and warranties made by it in Article III (other than any Updated Representations) to be true and correct in any material respect as of the Option Exercise Date, and (B) each of the Updated Representations to be true and correct in all material respects after giving effect to the Updated Schedules. STI Acquiror shall refrain from taking any action action, or from not taking any action, which would render any representation of its representations or warranty made by it warranties contained in Article IV inaccurate in any material respect as III or IV, respectively, untrue or inaccurate. Each of the Option Exercise Date Sellers, ParentCo and take any and all actions as are necessary to cause each of the representations and warranties made by it in Article IV to be true and correct in all material respects as of the Option Exercise Date. For purposes of this Section 5.2(a) only, the phrase “commercially reasonable efforts” means the exercise of such efforts and commitment of such resources by a company with substantially the same resources (without regard to the portion of the Option Consideration received by IgDraSol, or any interest thereon) and expertise as IgDraSol, with due regard to the nature of efforts and cost required for the undertaking at stake. (b) Each party Acquiror shall promptly notify ParentCo, Acquiror and the other Sellers’ Representative, respectively, of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties contained in Article III or IV, respectively, to be untrue in any material respect on the Option Exercise Date, other than such events or matters permitted under this Agreement inaccurate or as otherwise consistent with the Development Plan, and (ii) any action, suit or proceeding Action that shall be instituted or threatened against such party it to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement Agreement. (b) From the Effective Date until the Closing, the Sellers shall promptly notify ParentCo and Acquiror of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 5.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Merger Target Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or that relates to the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, no notice under Section 6.02(a) or this Section 6.02(b) shall be deemed to have modified any representation or warranty or cured any breach or relieved any party hereto of any obligation or liability under this Agreement. (c) Each party From the Effective Date until the Closing, ParentCo and/or the Acquiror shall promptly notify the other Sellers’ Representative of (i) any change fact, circumstance, event or event havingaction the existence, occurrence or taking of which (A) has had, or that would could reasonably be expected to have, individually or in the aggregate, a Harvest Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by ParentCo and/or the Acquiror hereunder nor being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure or any of the conditions set forth in Section 5.01 to be satisfied; (ii) and notice or other communication from any lawsuit, claim, proceeding Person alleging that the consent of such Person is or investigation that is threatened may be required in writing (or, if not threatened in writing, is otherwise material to such party), brought, asserted or commenced against such party, and connection with the transactions contemplated by this Agreement; (iii) any material default under any material contract or event which, with notice or lapse other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to ParentCo and/or Acquiror’s Knowledge, threatened against, relating to or involving or otherwise affecting ParentCo and/or Acquiror that, if pending on the date of time or boththis Agreement, would become such a default on have been required to have been disclosed pursuant to Article IV or prior that relates to the Option Termination Date and consummation of which such party has Knowledgethe transactions contemplated by this Agreement. For the avoidance of doubt, no notice under Section 6.02(a) or this Section 6.02(b) shall be deemed to have modified any representation or warranty or cured by any breach or relieved any Party hereto of any obligation or liability under this Agreement.