During the Pre-Closing Period, each Party hereto shall promptly notify the representative of the other Party of any lawsuits, claims, proceedings or investigations which after the date hereof are threatened or commenced against such Party or any officer, director, employee, consultant, agent or shareholder thereof, in their capacities as such, which, if decided adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or prospects of such Party or the OS Business.