Seller shall advise Purchaser promptly of any litigation, arbitration proceeding or administrative hearing (including condemnation) before any governmental agency which any Seller Representative receives written notice of and which, to Sellers’ knowledge, directly affects the Property or Seller’s ability to consummate the transactions contemplated hereunder, and which is instituted after the date of this Agreement and deliver to Purchaser promptly after receipt thereof copies of any written notices of violations or other material written notices regarding the Property actually received by any Seller Representative.