Notification of Certain Matters. Between the date of this Agreement and the Closing Date, each Party shall give prompt notice to the other Party at such time that such Party becomes aware of the occurrence, or nonoccurrence, of any event the occurrence or nonoccurrence of which has caused # any representation or warranty of such Party contained in this Agreement to be untrue or inaccurate, in each case that would give rise to a failure of any of the conditions set forth in Section 2.4 to be satisfied, or # such Party to fail to comply with or satisfy in any material respect any covenant, condition or agreement, in each case that would give rise to a failure of any of the conditions set forth in Section 2.4 to be satisfied. Additionally, from the date hereof until the Closing Date, Seller may disclose to Buyer in writing (in the form of an updated disclosure schedule) any development, fact or circumstance arising after the date hereof causing a breach of any of the representations and warranties contained in Article 3 or Article 4 hereof or a breach of the covenants in this Agreement made by Seller; provided, however, that such disclosures will not be deemed to amend or supplement any disclosure schedule delivered as of the date hereof for purposes of the conditions to closing set forth in Section 2.4, and provided, further, that in the event Seller discloses any inaccuracy in a disclosure schedule, then, and so long as such disclosure gives rise to a failure of the condition set forth in [Section 2.4.1(viii)] to be satisfied so that Buyer is not required to complete the Closing, Buyer shall not be entitled to rely on such inaccuracy for purposes of indemnification under Article 7 after Closing. Nothing herein shall preclude or limit any claim or action for Fraud with respect to any inaccuracy that exists as of the date of this Agreement but is not disclosed prior to the Closing pursuant to this Section 6.13.

Notification of Certain Matters

Notification of Certain Matters. Each Seller and the Company, on the one hand, and the Buyer, on the other hand, agree to give prompt notice to the other of # any failure on its part to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder and # the occurrence of any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely; provided that the delivery of any notice pursuant to this Section ‎7.7, does not limit or otherwise affect the remedies available hereunder to the Party receiving such notice, or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

Notification of Certain Matters. During the Pre-Closing Period, the Company or Parent, as the case may be, shall give prompt notice to the other party of: # the occurrence of any event that is reasonably likely to cause any representation or warranty of the Company or Parent, respectively and as the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Closing such that the conditions to closing set forth in [Section 7.2(a)(i)] or [Section 7.3(a)(i)], as the case may be, cannot be satisfied, or # any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder such that the conditions to closing set forth in [Section 7.2(a)(ii)] or [Section 7.3(a)(ii)], as the case may be, cannot be satisfied; provided, that the delivery of any notice or the making of any disclosure pursuant to this Section 6.5 shall not # limit or otherwise affect any rights or remedies available to the party receiving such notice or # be deemed to modify any representation or warranty contained herein or to amend or supplement the Company Disclosure Schedule or Parent Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant.

Notification of Certain Events. Prior to the expiration of this Warrant pursuant to [Section 8], in the event that the Company shall authorize:

The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement unless otherwise specified. The terms “including” and other words of similar import refer to “including, but not limited” unless otherwise specified. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes (including the UCC) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements, including, without limitation, references to this Agreement or any of the Other Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof to the extent not prohibited by this Agreement or any Other Document. The amount outstanding under any Letter of Credit shall mean, at any date of determination, i) the maximum aggregate amount available for drawing thereunder under any and all circumstances, plus ii) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit. Unless otherwise provided Dollar ($) baskets set forth in the representations and warranty, covenants and event of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar Equivalents thereof as of such date of measurement.

Notification of Certain Matters. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, Buyer, on the one hand, and the Company and Sellers, on the other hand, shall give each other prompt notice in writing of: # any result, occurrence, fact, change, event or effect that # renders, or would reasonably be expected to render, any representation or warranty of such party set forth in this Agreement to be untrue or inaccurate to an extent such that the conditions set forth in Sections 6.2(a) and 6.3(a))], as applicable, would not be satisfied if the Closing were to then occur or # results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be completed with or satisfied by such party; or # any Proceedings commenced or, to the Knowledge of the Company, threatened, which relate to the consummation of the Transaction; provided, that no such notification, nor any failure to make such notification, shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties.

Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to # remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 11(d) below); # a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee's conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; # a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or # on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other final adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

Section # Notification of Certain Matters

Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to: # remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); # a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Exchange Act or other provisions of any federal, state or local statute or rules and regulations thereunder; # a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or # on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.