Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each (a) Except as otherwise provided in the Schedules attached hereto (the “Schedules”), which are incorporated herein and made a part of this Agreement, all capitalized terms used therein shall have the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding meanings assigned to the numbered and lettered sections set forth them in this Agreement. For purposes The inclusion of this Agreement any disclosure set forth information in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall Schedules will not be deemed an admission or acknowledgment that such information is required to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained listed in the Schedules or that such items are material. The Schedules are arranged in sections corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of to the respective party that are sections contained in this AgreementAgreement merely for convenience, but in and the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in one section of the Partnership Disclosure Schedule or Parent Disclosure Schedule Schedules as an exception to a particular covenant, agreement, representation or warranty shall not be deemed adequately disclosed as an admission exception with respect to all other covenants, agreements, representations and warranties to the extent that the relevance of such item represents to such other covenants, agreements, representations or warranties is reasonably apparent on its face without independent knowledge of the reader, notwithstanding the presence or absence of an appropriate cross-reference thereto. (b) Notwithstanding anything to the contrary herein, from time to time prior to the Closing, each party may at its option supplement or amend and deliver updates to any Schedule that has been rendered inaccurate or incomplete since the Effective Date solely as a material factresult of matters or events first occurring after the Effective Date as necessary to complete or correct any information in such Schedules. The updating party shall provide the other party with any such supplement or amendment by written notice (each, event a “Schedule Update”). If the matters identified in a Schedule Update, individually or circumstance or that such item has hadcollectively with matters identified in any other Schedule Update, or would reasonably be expected to have constitute a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablethen the party in receipt of such Schedule Update may, at any time within three Business Days following their receipt of any such Schedule Update, elect to terminate this Agreement pursuant to Article VIII. The Partnership Disclosure If the receiving party does not so timely elect (subject to the preceding sentence with respect to the cumulative effect of matters identified in all Schedule and Parent Disclosure Updates, whether prior to or after the Schedule Update in question), the Schedule Update shall each be delivered deemed to have amended the appropriate Schedule or Schedules as of the entry into this AgreementEffective Date, and no amendments or modifications thereto shall be made without deemed to have qualified the written consent applicable representations and warranties contained in this Agreement as of Parent (in the case Effective Date, and to have cured any misrepresentation or breach of an amendment or modification warranty that otherwise might have existed hereunder by reason of the existence of such matter, subject to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedsucceeding sentence.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) Prior to the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection execution and delivery of this Agreement, the Company has delivered to Parent and Merger Sub, and Parent and Merger Sub have delivered to the Company, a schedule (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of the Company, the “Company Disclosure Schedule,” and, in the case of Parent and Merger Sub, the “Parent Disclosure Schedule”) setting forth, among other things, in each case with respect to specified sections of this clause (b) only if Agreement, items the relevance disclosure of that which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Article III, in the case of the Company, or Article IV, in the case of Parent and Merger Sub, or to one or more of such party’s covenants contained in Article V; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or a disclosure for purposes ofwarranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.06(b), and (ii) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The the mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect with respect to the Company or Parent Material Adverse EffectParent, as applicablerespectively. The Partnership Disclosure Schedule and Parent Matters disclosed in any particular section of a Disclosure Schedule shall each be delivered deemed to have been disclosed in any other section with respect to which such matter is relevant so long as the relevance of such disclosure is readily apparent. (b) No representation of the entry into Company contained in Article III (other than Section 3.02(a), which shall be true in all material respects, and Section 3.10, which shall be true and correct in all respects) or of Parent or Merger Sub contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no amendments or modifications thereto party hereto shall be made without deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the written consent existence or absence of Parent (any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of an amendment the Company, or modification to the Partnership Disclosure Schedule) or the Partnership (Article IV, in the case of an amendment Parent or modification Merger Sub, has had or would be reasonably likely to have a Material Adverse Effect with respect to the Parent Disclosure Schedule)Company or Parent, respectively. Any purported update For all purposes of determining whether any facts or modification to events contravening a representation or warranty contained herein constitute, individually or in the Partnership Disclosure Schedule aggregate, a Material Adverse Effect, representations and warranties contained in Article III (other than Section 3.10) or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to IV shall be disregardedread without regard to any reference to materiality or to Material Adverse Effect set forth therein.

Disclosure Schedules. Each On or before the date hereof, (i) Parent has delivered to the Company the Parent Disclosure Schedule, accompanied by a certificate signed by an officer of Parent stating the Parent Disclosure Schedule has been delivered pursuant to this Section 7.6 and (ii) the Company has delivered to Parent the Company Disclosure Schedule, accompanied by a certificate signed by the chief financial officer of the Partnership Company stating the Company Disclosure Schedule has been delivered pursuant to this Section 7.6. The Parent Disclosure Schedule and the Parent Company Disclosure Schedule shall be arranged in separate parts corresponding are collectively referred to herein as the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership "Disclosure Schedule or the Parent Schedules." The Disclosure Schedule Schedules shall be deemed to be constitute an exception integral part of this Agreement and to (or, as applicable, a disclosure for purposes of) (a) modify the respective representations, warranties, covenants, covenants or agreements or other provisions hereof of the respective Party parties hereto contained herein to the extent that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, covenants or agreements and other provisions hereof, is reasonably apparentexpressly refer to the Disclosure Schedules. The mere inclusion of an item Anything to the contrary contained herein or in the Partnership Disclosure Schedule Schedules notwithstanding, any and all statements, representations, warranties or Parent disclosures set forth in the Disclosure Schedule Schedules delivered on or before the date hereof shall be deemed to have been made on and as an exception of the date hereof. From time to a time prior to the Closing, the parties shall promptly supplement or amend the Disclosure Schedules with respect to any matter, condition or occurrence hereafter arising affecting the representations and warranties contained herein which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules pertaining to the parties' representations and warranties contained herein. No supplement or amendment shall be deemed to cure any breach of any representation or warranty shall not be deemed an admission that such item represents a material fact, event made in this Agreement or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as any effect for the purpose of determining satisfaction of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (conditions set forth in the case of an amendment or modification to the Partnership Disclosure ScheduleSection 8.2(b) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule8.3(b). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the Parent DSKX Disclosure Schedule shall be arranged in separate parts corresponding organized by reference to the numbered and lettered sections set forth in this Agreement. For purposes Section of this Agreement any disclosure set forth to which it applies; provided, that disclosures in any particular Section or subsection of the Partnership PHMD Disclosure Schedule with respect to a particular representation or the Parent Disclosure Schedule warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof indication of the respective Party materiality thereof or the level of materiality that are contained in the corresponding Section or subsection of this Agreement, and (b) is applicable to any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableset forth herein. The Partnership DSKX Disclosure Schedule constitutes a part of this Agreement and Parent is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall each be delivered organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) materiality thereof or the Partnership (in the case level of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement materiality that is not so consented applicable to shall be disregardedany representation or warranty set forth herein.

Disclosure Schedules. Each The Disclosure Schedules have been arranged for purposes of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; provided that each section or subsection of the Disclosure Schedules will be deemed to incorporate by reference any information disclosed against any representation or warranty in any other section or subsection of the Disclosure Schedules to the extent it is reasonably apparent on the face of such disclosure that it is applicable to qualify such representation and lettered sections set forth warranty. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. For The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business consistent with past practice, and no Party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business consistent with past practice. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules will be deemed to broaden in any way the scope of the Parties’ representations and warranties. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement any disclosure set forth in any particular Section Agreement, and no information contained herein or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall therein will be deemed to be an exception admission by any Party to (orany third party of any matter whatsoever, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements including any violation of Law or other provisions hereof breach of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedContract.

Disclosure Schedules. Each of the Partnership The Company Disclosure Schedule and Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be arranged construed with, and as an integral part of, this Agreement. Each capitalized term used in separate parts corresponding to the numbered and lettered sections any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. For The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of this Agreement any disclosure of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any particular Section or subsection other section in such Disclosure Schedule relating to other sections of this Agreement to the Partnership extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the Parent extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be deemed construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an exception to (oradmission by the Company or Parent, as applicable, a that such item is or is not material. No disclosure for purposes of) (a) in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are information contained in the corresponding Section Disclosure Schedules are intended only to qualify or subsection provide disclosure for the purposes of this Agreement, and (b) any other the applicable representations, warranties, covenants, agreements or other provisions hereof of the respective party that are warranties and covenants contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements Agreement and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that to expand in any way the scope or effect of any such item represents a material factrepresentations, event warranties or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedcovenants.

Disclosure Schedules. Each of Disclosures on the Partnership Purchaser Disclosure Schedule and or the Parent SALIC Disclosure Schedule shall be arranged in separate parts sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement , and any disclosure set forth in on any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed to be disclosed by the party hereto delivering such Disclosure Schedule for all sections of this Agreement and all other sections of such Disclosure Schedule to the extent that it is readily apparent that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule; provided, however, that no disclosure shall qualify any SALIC Fundamental Rep or Purchaser Fundamental Rep unless it is set forth in the specific Disclosure Schedule, or the section or subsection of the Disclosure Schedule, corresponding to such SALIC Fundamental Rep or Purchaser Fundamental Rep. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. The inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an exception admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to (orbe listed in any section of such Disclosure Schedule or that any such matter rises to a SALIC Material Adverse Effect or Purchaser Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a disclosure Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes of) (a) and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the representationsenforceability of agreements with third parties, warrantiesthe existence or non- existence of third-party rights, covenantsthe absence of breaches or defaults by third parties, agreements or other provisions hereof similar matters or statements, are intended only to allocate rights and risks between Purchaser and SALIC and were not intended to be admissions against interests, give rise to any inference or proof of the respective Party that are contained in the corresponding Section or subsection of accuracy, be admissible against either party to this Agreement by any Person who is not a party to this Agreement, and (b) or give rise to any other representationsclaim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, warrantiesthreat, covenants, agreements notice or other provisions hereof communication shall not be deemed to include disclosure of the respective party that are contained truth of the matter communicated. In addition, the disclosure of any matter in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is not to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has hadmatter actually constitutes noncompliance with, or would reasonably be expected a violation of Applicable Law, any Order or Governmental Authorization or Contract or other topic to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as which such disclosure is applicable. The Partnership In no event shall the disclosure of matters disclosed in a Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreementor, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment SALIC, the Electronic Data Rooms, be deemed or modification interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the Partnership Disclosure Schedule) or the Partnership (extent provided in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedAgreement.

Disclosure Schedules. Each of (a) Matters reflected in the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged Schedules that are disclosed in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule one section shall be deemed to be disclosed on any section to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other section or sections without the necessity of a cross-reference. Nothing in the Disclosure Schedules will be deemed or will constitute an exception admission of any Liability of any Party to (orany third party, as applicable, a disclosure for purposes of) (a) nor an admission to any third party against the representations, warranties, covenants, agreements interests of any or other provisions hereof all of the respective Party that are contained in Parties. Headings have been inserted within the Disclosure Schedules for convenience of reference only and will not change the express description of corresponding Section or subsection sections of this Agreement, and . The numbering of the Disclosure Schedules reflects the corresponding numbering in this Agreement. It is specifically acknowledged that the Disclosure Schedules may expressly provide exceptions to a particular section of ARTICLE III or ARTICLE IV notwithstanding that the section does not state “except as set forth in Section ‘__’ of the Disclosure Schedules” or words of similar effect. (b) Neither the specification of any other representations, warranties, covenants, agreements dollar amount in any representation or other provisions hereof of the respective party that are warranty contained in this Agreement, but in Agreement nor the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an any specific item in the Partnership Disclosure Schedule Schedules is intended to vary the definition of “ACFP Material Adverse Effect” or Parent “Buyer Material Adverse Effect” or to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between or among the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule as an exception to a Schedules is or is not material for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty shall not be deemed an admission contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item represents a material fact, event or circumstance or that such item has hadmatter, or would reasonably be expected to have a Partnership Material Adverse Effect other items or Parent Material Adverse Effectmatters, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as are or are not in the ordinary course of the entry into this Agreementbusiness, and no amendments Party shall use the fact of the setting forth or modifications thereto shall be made without the written consent inclusion of Parent (any such item or matter in any dispute or controversy between or among the Parties as to whether any obligation, item or matter not described herein or included in the case Disclosure Schedules is or is not in the ordinary course of an amendment business for purposes of this Agreement. (c) Certain matters set forth in the Disclosure Schedules are included for informational purposes only notwithstanding that, because they do not rise above applicable materiality thresholds or modification otherwise, they may not be required by the terms of this Agreement to be set forth herein. All attachments to the Partnership Disclosure Schedule) or Schedules are incorporated by reference into the Partnership (section of the Disclosure Schedules in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedwhich they are referenced.

Disclosure Schedules. Each of On or prior to the Partnership date hereof, the Seller has delivered to the Company a schedule (the “Seller Disclosure Schedule Schedule”) and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Company may have delivered to the numbered and lettered sections set forth Seller a schedule (the “Company Disclosure Schedule”), each setting forth, among other things, items the disclosure of which is necessary or appropriate either in this Agreement. For purposes of this Agreement any response to an express disclosure set forth requirement contained in any particular Section a provision hereof or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be as an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements one or other provisions hereof of the respective Party that are more representations or warranties contained in the corresponding Section or subsection of this Agreement5.03, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (Seller, or a disclosure for purposes of) such representationsSection 5.04, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent case of the Company; provided, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty of a Party if its absence would not be reasonably likely to result in the related representation or warranty of such Party being deemed untrue or incorrect under the standard established by Section 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty of a Party shall not be deemed an admission by such Party that such item represents a material exception or fact, event or circumstance or that such item has had, or would reasonably be expected to have result in a Partnership Material Adverse Effect or Parent Seller Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment the Seller, or modification to the Partnership Disclosure Schedule) or the Partnership (a Company Material Adverse Effect, in the case of an amendment or modification the Company. Each Disclosure Schedule shall be arranged in paragraphs corresponding to the Parent Section numbers contained in this Article V. Nothing in the Disclosure Schedule)Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Any purported update Notwithstanding the foregoing, any item or modification matter disclosed on any section of the Disclosure Schedule shall be deemed to be disclosed for all purposes including on all other sections of the Disclosure Schedule to the Partnership extent that it should have been disclosed on such other section of the Disclosure Schedule or Schedules and to the Parent Disclosure Schedule after extent that sufficient details are set forth so that the entry into this Agreement that purpose for which disclosure is not so consented to shall be disregardedmade is sufficiently clear.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding On or prior to the numbered date hereof, Xxxxxxxxxx (on behalf of itself and lettered sections CASI) has delivered to VFSC and VFSC has delivered to Xxxxxxxxxx a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties; provided, however, that (i) no such item is required to be set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 6.2, and (ii) the mere inclusion of an item in a Disclosure Schedule shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect. To the extent applicable, every disclosure and statement made in either party's Disclosure Schedule under a particular section heading of such party's Disclosure Schedule shall be deemed a disclosure and statement under all other section headings of such party's Disclosure Schedule. 6.2 Standard. No representation or warranty of Xxxxxxxxxx or VFSC contained in Section 6.3 shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Section 6.3, has had, had or would is reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect; provided, as applicable. The Partnership Disclosure Schedule however, that the foregoing standard shall not apply to representations and Parent Disclosure Schedule shall each be delivered as warranties contained in subsections (b), (c), (d) and (e) of the entry into this AgreementSection 6.3, and no amendments or modifications thereto which shall be made without the written consent of Parent (deemed untrue, incorrect and breached if they are not true and correct in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedall material respects.

Disclosure Schedules. Each All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Partnership Disclosure Schedule and the Parent Disclosure Schedule Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; provided, however, that any item disclosed in any part, subpart, section or subsection of the Disclosure Schedules referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to any other section and lettered sections subsection in this Agreement if the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Headings have been inserted in the Disclosure Schedules for convenience of reference only. The Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of the Parties’ respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by any Party that such item meets any or all of the criteria set forth in this AgreementAgreement for inclusion in the Disclosure Schedules. For purposes No disclosure in the Disclosure Schedules relating to any possible breach or violation of this Agreement any disclosure set forth in any particular Section agreement or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Law shall be deemed to be construed as an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements admission or other provisions hereof of the respective Party indication that are contained any such breach or violation exists or has actually occurred. Capitalized terms used in the corresponding Section or subsection of this Agreement, Disclosure Schedules and (b) any other representations, warranties, covenants, agreements or other provisions hereof of not otherwise defined therein have the respective party that are contained meanings given to them in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged The parties hereto agree that any reference in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any a particular Section or subsection of either the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ai) the representations, warranties, representations and warranties (or covenants, agreements or other provisions hereof as applicable) of the respective Party relevant party that are contained in the corresponding Section or subsection of this Agreement, Agreement and (bii) any other representations, warranties, covenants, agreements or other provisions hereof representations and warranties of the respective such party that are is contained in this AgreementAgreement (in either case (i) or (ii), regardless of the absence of an express reference or cross-reference in a particular Section of this Agreement or a particular Section of either the Company Disclosure Schedule or Parent Disclosure Schedule), but in the case of this clause (b) only if the relevance of that disclosure reference as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements representations and other provisions hereof, is warranties would be reasonably apparent. The mere inclusion disclosure of an item any matter in any section of either the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule after shall not be deemed to constitute an admission or indication by the entry into disclosing party, or to otherwise imply, that any such matter is material for the purposes of this Agreement that Agreement. No party shall use, either individually or in the aggregate, the fact of the inclusion of any such item or information in any sections of the Company Disclosure Schedule or the Parent Disclosure Schedule in any disagreement, dispute or controversy between the parties as to whether any obligation, item, information or matter is or is not so consented material, or may give rise to a change or effect that could have a Company Material Adverse Effect or a Parent Material Adverse Effect. Nor shall any disclosure on a section be deemed to constitute an acknowledgment that any such matter is required to be disclosed. No disclosure on any section relating to a possible breach or violation of any contract or applicable Law shall be disregardedconstrued as an admission or indication that any breach or violation exists or has actually occurred. The disclosure of any matter in any section of either the Company Disclosure Schedule or the Parent Disclosure Schedule is not to be treated as constituting or implying any representation, warranty, assurance or undertaking by the disclosing party not expressly set out in this Agreement, nor to be treated as adding to or extending the scope of any of the disclosing party’s representations or warranties in this Agreement.

Disclosure Schedules. Each Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Partnership Contributor Disclosure Schedule and or the Parent SEP Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in separate parts sections corresponding to the numbered and lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to SEP and its Representatives or Contributor and its Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) Prior to the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection execution and delivery of this Agreement, the Company has delivered to Parent and Merger Sub, and Parent and Merger Sub have delivered to the Company, a schedule (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of the Company, the "Company Disclosure Schedule," and, in the case of Parent and Merger Sub, the "Parent Disclosure Schedule") setting forth, among other things, in each case with respect to specified sections of this clause (b) only if Agreement, items the relevance disclosure of that which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party's representations or warranties contained in Article III, in the case of the Company, or Article IV, in the case of Parent and Merger Sub, or to one or more of such party's covenants contained in Article V; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or a disclosure for purposes ofwarranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.06(b), and (ii) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The the mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect with respect to the Company or Parent Material Adverse EffectParent, as applicablerespectively. The Partnership Disclosure Schedule and Parent Matters disclosed in any particular section of a Disclosure Schedule shall each be delivered deemed to have been disclosed in any other section with respect to which such matter is relevant so long as the relevance of such disclosure is readily apparent. (b) No representation of the entry into Company contained in Article III (other than Section 3.02, which shall be true in all meaningful respects, and Section 3.10(a)) or of Parent or Merger Sub contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no amendments or modifications thereto party hereto shall be made without deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the written consent existence or absence of Parent (any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of an amendment the Company, or modification to the Partnership Disclosure Schedule) or the Partnership (Article IV, in the case of an amendment Parent or modification Merger Sub, has had or would be reasonably likely to have a Material Adverse Effect with respect to the Parent Disclosure ScheduleCompany or Parent, respectively. For all purposes of determining whether any facts or events contravening a representation or warranty contained herein constitute, individually or in the aggregate, a Material Adverse Effect, representations and warranties contained in Article III (other than Section 3.10(a). Any purported update ) or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to IV shall be disregardedread without regard to any reference to materiality or to Material Adverse Effect set forth therein.

Disclosure Schedules. Each of (a) The disclosures made on the Partnership Dynegy and Illinova Disclosure Schedule and Schedules (collectively, the Parent Disclosure Schedule shall be arranged in separate parts corresponding "DISCLOSURE SCHEDULES") with respect to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section representation or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule warranty shall be deemed to be an exception made with respect to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements representation or other provisions hereof of warranty requiring the respective party same or similar disclosure to the extent that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that such disclosure as an exception to (or a other representations and warranties is evident from the face of the disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentschedule. The mere inclusion of an item in the Partnership any matter on either Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall will not be deemed an admission by any party that such item represents a listed matter is material fact, event or circumstance or that such item listed matter has had, or would reasonably be expected to have a Partnership Dynegy Material Adverse Effect or Parent an Illinova Material Adverse Effect, as applicable. Any inadvertent disclosure of privileged information by Dynegy or Illinova in the Disclosure Schedules or in connection with their respective diligence examination will not be deemed to be a waiver by such inadvertently disclosing party of the applicable privilege. (b) The Partnership Disclosure Schedule Schedules shall be deemed to constitute an integral part of this Agreement and Parent to modify the respective representations, warranties, covenants or agreements of the parties contained herein to the extent that such representations, warranties, covenants or agreements expressly refer to the applicable Disclosure Schedule Schedule. Anything to the contrary contained herein or in the Disclosure Schedules notwithstanding, any and all statements, representations, warranties or disclosures set forth in the Disclosure Schedules delivered on or before the date hereof shall each be delivered deemed to have been made on and as of the entry into date hereof. From time to time prior to the Closing, the parties shall promptly supplement or amend the Disclosure Schedules with respect to any matter, condition or occurrence hereafter arising which, if existing or occurring at the date of this Agreement, and no amendments would have been required to be listed or modifications thereto described in the Disclosure Schedules. No supplement or amendment shall be deemed to cure any breach or any representation or warranty made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedor have any effect for the purpose of determining satisfaction of the conditions set forth in Article IX.

Disclosure Schedules. Each As promptly as practicable, the Seller Parties will provide Buyer with a supplement or amendment to the Disclosure Schedules with respect to any matter, condition or occurrence which is required to be set forth or described in the Disclosure Schedules. For the avoidance of doubt, a matter, condition or occurrence shall only be "required" to be set forth or described in the Disclosure Schedules if the failure to be so disclosed would result in a breach of the Partnership applicable representation or warranty (qualified by Material Adverse Effect where applicable) on the date hereof or on the Closing Date. In addition, Seller shall have the right at any time and from time to time prior to the Closing to supplement or amend the Disclosure Schedule and Schedules. Seller may provide Disclosure Schedules with respect to any representation or warranty of this Agreement whether or not a specific schedule is referred to therein. In the Parent event that any supplement or amendment of such Disclosure Schedule Schedules shall be arranged in separate parts corresponding provided later than five (5) business days prior to the numbered Closing Date, the Buyer shall have the right to delay the Closing for a period of five (5) business days in order for Buyer to review such supplement or amendment. No such supplement or amendment shall be deemed to cure any breach of or alter any representation or warranty made in this Agreement so as to permit the Closing to occur unless Buyer specifically agrees thereto in writing. The Seller Parties shall promptly inform Buyer, and lettered sections set forth Buyer will promptly inform the Seller Parties of any fact or event which comes to their attention, the existence of which constitutes or likely will constitute a breach in any material respects of any representation or warranty in this Agreement. For purposes In addition, Parent will, within five (5) days of this Agreement receipt thereof, forward to Seller (i) any disclosure set forth in title report Buyer receives from a title company with respect to the Real Estate and (ii) any particular Section written communication regarding a specific Lien or subsection title defect affecting a specifically identified parcel of the Partnership Disclosure Schedule Real Estate sent to the President, Treasurer or General Counsel of Parent or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements President or Corporate Counsel of any other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this AgreementBuyer Party, and (b) any sent by a party other representationsthan the Seller Parties, warrantiestheir legal counsel, covenants, agreements financial advisors or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedrepresentatives.

Disclosure Schedules. Each These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the Partnership Disclosure Schedule “Company”), and each purchaser identified on the Parent signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be arranged in separate parts corresponding construed as constituting, representations or warranties of the Company except and to the numbered and lettered sections set forth extent provided in this the Agreement. For purposes The inclusion of this Agreement any disclosure set forth item in any particular Section Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or subsection results of operations of the Partnership Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or the Parent violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be an exception to (ora complete statement of the material terms of such contract, as applicablelease, a agreement or other disclosure for purposes of) (a) item and such summaries are qualified in their entirety by the representations, warranties, covenants, specific terms of such agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddocuments.

Disclosure Schedules. Each (a) The Sections of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Schedules correspond to the numbered and lettered sections set forth section numbers in this Agreement. For purposes The inclusion of this Agreement any disclosure set forth information in any particular one Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall not be deemed to be an exception admission of any liability or obligation of Seller to (orany third person, as applicable, a or an admission against the interest of Seller to any third person. No disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section Disclosure Schedules relating to any possible breach or subsection violation of this Agreementany contract, and laws or orders shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (b) any other representations, warranties, covenants, agreements or other provisions hereof A Section of the respective party that are contained in this Agreement, but in the case Disclosure Schedules relating to a certain section of this clause (b) only if Agreement may incorporate by reference disclosures made in other Sections of the relevance Disclosure Schedules; provided, however, that any disclosure provided on a particular Section of the Disclosure Schedules will be deemed adequately disclosed in other Sections of the Disclosure Schedules to the extent it is readily apparent from the nature of the disclosure that such disclosure as an exception also applies to (or such other Section of the Disclosure Schedule. Nothing in a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion Section of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as Schedules will be deemed adequate to disclose an exception to a representation, warranty, covenant or agreement made by Seller herein, unless the Section of the Disclosure Schedule identifies the exception with reasonable particularity. (c) From and after the date hereof to the Effective Time, Seller shall supplement or amend the Disclosure Schedules with respect to any matter hereafter arising and not disclosed herein or in the Disclosure Schedules that would render any representation or warranty of Seller contained herein materially inaccurate or incomplete as a result of such matter arising. Notwithstanding the foregoing, any supplemented or amended disclosure in the Disclosure Schedules shall not be deemed an admission that such item represents a material fact, event have the effect of making any representation or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (warranty contained in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedtrue and correct for purposes of Section 9.1.

Disclosure Schedules. Each of Matters reflected in the Partnership Analysts Disclosure Schedule and the Parent Horizons Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedules. Such additional matters may be set forth for informational purposes, do not necessarily include other matters of a similar nature that are not required to be reflected in such Disclosure Schedules, and do not establish any standard or definition of materiality. A disclosure made by a party in any Section of this Agreement or its Disclosure Schedule that is sufficient to reasonably inform such party of information required to be disclosed in another Section of this Agreement or such party’s Disclosure Schedule in order to avoid a misrepresentation thereunder shall be arranged in separate parts corresponding deemed to have been made with respect to the numbered and lettered sections other Section of this Agreement or such party’s Disclosure Schedule. The parties hereto acknowledge that certain matters set forth in the Disclosure Schedules are included for information purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they would not be required to be set forth therein by the terms of this Agreement and that disclosure of such matters shall not be taken as an admission by either Analysts or Horizons that such disclosure is required to be made under the terms of any provision of this Agreement and in no event shall the disclosure of such matters be deemed or interpreted to broaden or otherwise amplify the representations and warranties contained in this Agreement. For purposes of this Agreement any disclosure set forth Any matter required to be disclosed in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent that was not disclosed therein but was disclosed in another Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained have been disclosed in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of correct Disclosure Schedule only to the respective extent the non-disclosing party that are contained in this Agreementactually understood the disclosure required, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablebeen otherwise disclosed. The Partnership Any Disclosure Schedule required to be attached hereto and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto not attached shall be made without the written consent of Parent (in the case of an amendment or modification deemed to state: “None.” Notwithstanding anything to the Partnership Disclosure Schedule) or the Partnership (contrary in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership any Disclosure Schedule or cover page to the Parent Disclosure Schedule after Schedules, to the entry into extent any provision(s) thereof conflict with this Agreement that is not so consented to shall be disregardedSection 10.15, this Section 10.15 controls.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof The inclusion of the respective Party that are contained any information in the corresponding Section or subsection of this Agreement, and Disclosure Schedules (bthe “Schedules”) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission or acknowledgment that such item represents a material fact, event or circumstance information is required to be listed in the Schedules or that such items are material. The Schedules are arranged in Sections corresponding to the Sections contained in this Agreement merely for convenience, and the disclosure of an item in one Section of the Schedules as an exception to a particular covenant, agreement, representation or warranty shall be deemed adequately disclosed as an exception with respect to all other covenants, agreements, representations and warranties to the extent that the relevance of such item to such other covenants, agreements, representations or warranties is reasonably apparent on its face without independent knowledge of the reader, notwithstanding the presence or absence of an appropriate cross-reference thereto. (b) Notwithstanding anything to the contrary herein, from time-to-time prior to the Closing, each Party may at its option supplement or amend and deliver updates to any Schedule that has hadbeen rendered inaccurate or incomplete since the Effective Date solely as a result of matters or events first occurring after the Effective Date as necessary to complete or correct any information in such Schedules. The updating Party(ies) shall provide the other Party(ies) with any such supplement or amendment by written notice (each, a “Schedule Update“). If the matters identified in a Schedule Update, individually or would reasonably be expected to have collectively with matters identified in any other Schedule Update, constitute a Partnership Material Adverse Effect on such Party, then the other Party(ies) may at any time within three Business Days following their receipt of any such Schedule Update, elect to terminate this Agreement pursuant to Article X. If the receiving Party does not so timely elect (subject to the preceding sentence with respect to the cumulative effect of matters identified in all Schedule Updates, whether prior to or Parent Material Adverse Effectafter the Schedule Update in question), as applicable. The Partnership Disclosure the Schedule and Parent Disclosure Update shall be deemed to have amended the appropriate Schedule shall each be delivered or Schedules as of the entry into this AgreementEffective Date, and no amendments or modifications thereto shall be made without deemed to have qualified the written consent of Parent (applicable representations and warranties contained in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement as of the Effective Date, and to have cured any misrepresentation or breach of warranty that is not so consented to shall be disregardedotherwise might have existed hereunder by reason of the existence of such matter.

Disclosure Schedules. Each of (a) Seller and Buyer have set forth information on the Partnership Seller Disclosure Schedule and the Parent Buyer Disclosure Schedule shall be arranged Schedule, as applicable, in separate parts corresponding a section thereof that corresponds to the numbered and lettered sections section of this Agreement to which it relates. A matter set forth in this Agreement. For purposes one section of this Agreement any disclosure the applicable Disclosure Schedule need not be set forth in any particular Section or subsection other section of the Partnership applicable Disclosure Schedule so long as its relevance to such other section of the applicable Disclosure Schedule or to a section of this Agreement is reasonably apparent on the Parent face of the information disclosed therein. The parties acknowledge and agree that (i) the Seller Disclosure Schedule or Buyer Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer or Seller, as applicable, and (ii) the disclosure by a party of any matter in the applicable Disclosure Schedule shall not be deemed to constitute an acknowledgment by such party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material. (b) From time to time prior to the Closing, each party may revise the Disclosure Schedule applicable to such party to reflect matters arising after the date hereof or with respect to which such party did not have knowledge as of the date hereof by delivering a supplement or update to the applicable Disclosure Schedule (along with a marked copy of such applicable Disclosure Schedule reflecting such supplement or update, if practicable) to the other party no later than the third Business Day prior to the Closing Date; provided that no such supplement or update, (i) to the extent relating to any matter existing or occurring on or prior to the date hereof that should have been set forth or described on such Disclosure Schedule so as to render such Disclosure Schedule true and correct in all respects, shall cure any misrepresentation or breach of warranty for purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 11 have been satisfied at Closing or for purposes of the other party’s right to indemnification as provided in Article 12 and (ii) to the extent relating to any matter of which such party has become aware after the date hereof, shall cure any misrepresentation or breach of warranty for purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 11 have been satisfied at Closing; provided further, that, if the Closing occurs, each party shall be deemed to be an exception have waived any right to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) indemnification pursuant to Article 12 with respect to any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this matter disclosed pursuant to clause (bii) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedabove.

Disclosure Schedules. Each On or before June 15, 2004, Seller shall deliver to Purchaser a schedule (“Disclosure Schedule”) setting forth, among other things, items the disclosure of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 2.3 or to one or more of its covenants contained in Article 3; provided, that (a) no such item is required to be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership a Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be as an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements representation or other provisions hereof of the respective Party that are contained warranty if its absence would not be reasonably likely to result in the corresponding related representation or warranty being deemed untrue or incorrect under the standard established by Section or subsection of this Agreement2.2, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that such item has had, or would is reasonably be expected likely to have result in a Partnership Material Adverse Effect on the Company or Parent Material Adverse Effectthe Seller. On or before June 22, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule 2004, Purchaser shall each be delivered as notify Seller in writing of any concerns Purchaser has arising out of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (information contained in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent information that comes to Purchaser’s attention in the course of the investigation permitted by Section 1.5. Purchaser shall be deemed to have accepted all matters set forth in the Disclosure Schedule after unless it expresses written concerns in accordance with the entry into preceding sentence. Purchaser may request amendments to this Agreement on the basis of written concerns that is it provides to the Sellers in accordance with this Section 2.1. If such requests are not so consented resolved satisfactorily to both parties, neither party shall have any obligation to consummate the transactions contemplated by this Agreement. Purchaser shall be disregardeddeemed to have waived all written concerns that are not specifically addressed in an amendment to this Agreement. Between June 22, 2004 and the Closing Date, the Seller shall supplement the Disclosure Schedule as necessary to make the representations and warranties set forth in Section 2.3 complete and correct as of the Closing Date. Purchaser shall have the right to notify Seller of concerns and request amendments arising out of such supplements in the manner set forth above; provided that, if any matter disclosed in such a supplement occurs after June 15, 2004, Purchaser shall be entitled to seek such an amendment as to such matter only if such matter is likely to result in a Material Adverse Effect on the Company or the Seller. Purchaser shall be deemed to have accepted all matters set forth in such supplements unless it expresses written concerns on or prior to the Closing Date and to have waived all written concerns that are not specifically addressed in an amendment to this Agreement.

Disclosure Schedules. Each (a) The Disclosure Schedules do not constitute, are not intended to constitute and shall not be construed as constituting representations or warranties of the Partnership Disclosure Schedule Seller or Company except as and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth extent provided in this Agreement. For purposes Nothing in this Agreement or in the Disclosure Schedules constitutes an admission that any information disclosed, set forth or incorporated by reference in the Disclosure Schedules or in this Agreement is required by the terms of this Agreement any disclosure to be so disclosed, set forth in any particular Section or subsection of incorporated by reference. Except where expressly required by the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection terms of this Agreement, it is understood and agreed by the parties thereto that neither the specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amounts, or higher or lower amounts, or the items so included or other items, are or are not material, and no party hereto shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between such parties as to whether any obligation, item or matter not described in this Agreement or included in the Disclosure Schedules is or is not material for purposes of this Agreement. (b) The inclusion of any other representationsmatter in the Disclosure Schedules in connection with any representation, warrantieswarranty, covenantscovenant or agreement that is so qualified as to the materiality or “Material Adverse Effect” shall not be an admission by Seller or Company that such matter is material or could have a Material Adverse Effect on Company. (c) Notwithstanding the foregoing, agreements from time to time prior to the Closing Date, Seller shall supplement or other provisions amend and deliver supplemental and/or amended Disclosure Schedules with respect to any matter hereafter arising or any information first known to Seller after the date hereof which, if existing, occurring or known at or prior to the date of the respective party that are contained in this Agreement, but would have been required to be set forth or described in the case of this clause (b) only if the relevance of that disclosure as an exception Disclosure Schedules or which is necessary to (complete or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item correct any information in the Partnership Disclosure Schedule Schedules or Parent Disclosure Schedule as an exception to a in any representation or warranty of Seller which has been rendered materially inaccurate thereby. Buyer shall waive and agree not to assert or exercise any right not to close the transactions contemplated herein on the basis of any such supplement or amendment to the Disclosure Schedules unless (i) the supplement or amendment, individually or in the aggregate with any other supplements(s) or amendment(s), prevents Seller from satisfying any of the conditions to Closing contained in Section 6.2(a) or Section 6.2(b), (ii) Buyer notifies Seller within three (3) Business Days after receipt of the supplemented or amended Disclosure Schedules that it will refuse to close as a result of such supplement or amendment to the Disclosure Schedules preventing such condition from being satisfied and (iii) Seller fails to satisfy such condition to Closing, or cure any deficiency or breach identified in such supplement or amendment, within thirty (30) days following the date on which the matters identified in such supplement or amendment first arose or became known to Seller. In the event Buyer waives and agrees not to assert any right not to close the transactions contemplated herein due to the failure of Seller to satisfy any of the conditions to Closing contained in Section 6.2(a) or Section 6.2(b) as a result of any supplement or amendment to the Disclosure Schedules, Buyer shall not be deemed an admission that such item represents a material fact, event entitled to assert any claim after the Closing under Article VII or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification otherwise for Losses against Seller relating to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification breach relating to the Parent matter identified in such amended Disclosure Schedule)Schedules. Any purported update such supplement or modification amendment will not relieve Seller of any liability under this Agreement due to the Partnership inaccuracy of such previously delivered Disclosure Schedule Schedules or the Parent Disclosure Schedule after the entry into any breach of any such representation or warranty under this Agreement that is not so consented to shall be disregardedwhen made.

Disclosure Schedules. Each All schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement ; however, any disclosure set forth item disclosed in any particular Section part, subpart, section or subsection of the Partnership Disclosure Schedule referenced by a particular section or the Parent Disclosure Schedule shall subsection in this Agreement will be deemed to be an exception have been disclosed with respect to (orevery other part, as applicablesubpart, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained section and subsection in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only another Schedule if the relevance of that such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not (a) be used as an exception a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) be deemed or a disclosure for purposes of) such representationsinterpreted to expand the scope of the Member’s, Parent’s, Holdco’s or Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements and other provisions hereofcontained herein or (c) constitute, is reasonably apparentor be deemed to constitute, an admission to any third Person concerning such item or matter. The mere inclusion of an item No disclosure in the Partnership Disclosure Schedule Schedules relating to any possible breach or Parent Disclosure Schedule violation of any Contract or Law will be construed as an exception admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into them in this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership The Photomedex Technology Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the Parent DSKX Disclosure Schedule shall be arranged in separate parts corresponding organized by reference to the numbered and lettered sections set forth in this Agreement. For purposes Section of this Agreement any disclosure set forth to which it applies; provided, that disclosures in any particular Section or subsection of the Partnership PHMD Disclosure Schedule with respect to a particular representation or the Parent Disclosure Schedule warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Photomedex Technology Disclosure Schedule shall not in and of itself be taken as an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof indication of the respective Party materiality thereof or the level of materiality that are contained in the corresponding Section or subsection of this Agreement, and (b) is applicable to any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableset forth herein. The Partnership DSKX Disclosure Schedule constitutes a part of this Agreement and Parent is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall each be delivered organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) materiality thereof or the Partnership (in the case level of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement materiality that is not so consented applicable to shall be disregardedany representation or warranty set forth herein.

Disclosure Schedules. Each As promptly as practicable, the Seller Parties will provide Buyer with a supplement or amendment to the Disclosure Schedules with respect to any Pennsylvania matter, condition or occurrence which is required to be set forth or described in the Disclosure Schedules. For the avoidance of doubt, a matter, condition or occurrence shall only be "required" to be set forth or described in the Disclosure Schedules if the failure to be so disclosed would result in a breach of the Partnership applicable representation or warranty (qualified by Material Adverse Effect where applicable) on the date hereof or on the Closing Date. In addition, Seller shall have the right at any time and from time to time prior to the Closing to supplement or amend the Disclosure Schedule and Schedules. Seller may provide Disclosure Schedules with respect to any representation or warranty of this Agreement whether or not a specific schedule is referred to therein. In the Parent event that any supplement or amendment of such Disclosure Schedule Schedules shall be arranged in separate parts corresponding provided later than five (5) business days prior to the numbered Closing Date, the Buyer shall have the right to delay the Closing for a period of five (5) business days in order for Buyer to review such supplement or amendment. No such supplement or amendment shall be deemed to cure any breach of or alter any representation or warranty made in this Agreement so as to permit the Closing to occur unless Buyer specifically agrees thereto in writing. The Seller Parties shall promptly inform Buyer, and lettered sections set forth Buyer will promptly inform the Seller Parties of any fact or event which comes to their attention, the existence of which constitutes or likely will constitute a breach in any material respects of any representation or warranty in this Agreement. For purposes In addition, Parent will, within five (5) days of this Agreement receipt thereof, forward to Seller (i) any disclosure set forth in title report Buyer receives from a title company with respect to the Real Estate and (ii) any particular Section written communication regarding a specific Lien or subsection title defect affecting a specifically identified parcel of the Partnership Disclosure Schedule Real Estate sent to the President, Treasurer or General Counsel of Parent or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements President or Corporate Counsel of any other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this AgreementBuyer Party, and (b) any sent by a party other representationsthan the Seller Parties, warrantiestheir legal counsel, covenants, agreements financial advisors or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedrepresentatives.

Disclosure Schedules. Each The representations and warranties of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections Sellers set forth in this AgreementAgreement are made and given subject to the disclosures in the Disclosure Schedules. For Inclusion of information in the Disclosure Schedules will not be construed as an admission that such information is material to the business, operations of condition (financial or otherwise) of Sellers or their respective businesses, in whole or in part, or as an admission of Liability or obligation of Sellers to any Person. The sections of the Disclosure Schedules have been organized for purposes of convenience in numbered sections corresponding to the sections in this Agreement Agreement; provided, however, that any disclosure set forth in any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall Schedules will apply to and will be deemed to be an exception disclosed with respect to (orany other representation and warranty, so long as applicablethe applicability of such disclosure is reasonably apparent on its face. It is understood and agreed that the specification of any dollar amount in the representations and warranties or covenants contained in this Agreement or the inclusion of any specific item in the Disclosure Schedules is not intended to imply that such amounts or higher or lower amounts, a disclosure or the items so included or other items, are or are not material, and no Party or other Person shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy as to whether any obligation, item or matter not described in this Agreement or included in the Disclosure Schedules is or is not material for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement. Nothing in this Agreement (including the Disclosure Schedules) shall be deemed an admission by either Party or any of its Affiliates, in any Proceedings, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or Law. The Disclosure Schedules and (b) any other representations, warranties, covenants, agreements the information and disclosures contained therein are intended only to modify the representations or other provisions hereof warranties of the respective party that are Sellers contained in this Agreement, but . Where the terms of a contract or document have been summarized or described in the case of this clause (b) only if the relevance of that disclosure as an exception Disclosure Schedules, such summary or description does not purport to (or be a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as complete statement of the entry into this Agreementmaterial terms of such contract or document, and no amendments or modifications thereto shall be made without the written consent of Parent (all such summaries and descriptions are qualified in the case of an amendment or modification their entirety by reference to the Partnership Disclosure Schedule) contract or the Partnership (in the case of an amendment document being summarized or modification described to the Parent Disclosure Schedule). Any purported update extent such contract or modification other document has been made available to Buyer prior to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddate hereof.

Disclosure Schedules. Each of the Partnership The Seller Disclosure Schedule and the Parent Disclosure Schedule shall be is arranged in separate parts sections and subsections corresponding to the numbered sections and lettered subsections contained in ARTICLE II and the other relevant sections set forth in and subsections of this Agreement. For Any such disclosure shall expressly not be deemed to constitute an admission by Seller or to otherwise imply that any such matter is material for the purposes of this Agreement Agreement. The subsections and subheadings used in any section of the Seller Disclosure Schedule are for reference purposes only and shall not in any manner limit the construction of the Seller Disclosure Schedule, and any disclosure set forth made in any particular Section subsection or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule subheading shall be deemed to be an exception to (or, as applicable, a disclosure made for purposes of) (a) the representations, warranties, covenants, agreements or other all provisions hereof of the respective Party corresponding section of this Agreement to the extent it is reasonably apparent from the face of such disclosure that are contained such disclosure qualifies such section. Any information provided in the corresponding Section or subsection of this AgreementSeller Disclosure Schedule is solely for information purposes, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty such information shall not be deemed to enlarge or enhance in any way any of the covenants, agreements, representations or warranties under this Agreement or otherwise alter in any way the terms of this Agreement. References to any document contained in the Seller Disclosure Schedule do not purport to be complete and are qualified in their entirety by the document itself and include all amendments, supplements or modifications thereto whether referenced or not in such disclosure. No disclosure in the Seller Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall be construed as an admission that any such item represents breach or violation exists or has already occurred. All references in the Seller Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties or similar matters or statements, are intended only to allocate rights and risks among the Parties to this Agreement and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to the Agreement by any Person who is not a material fact, event or circumstance or that such item has hadparty to the Agreement, or would reasonably be expected give rise to have any claim or benefit to any Person who is not a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableparty to the Agreement. The Partnership parties hereto do not assume any responsibility to any Person that is not a party to this Agreement for the accuracy of any information set forth in the Seller Disclosure Schedule. The information set forth in the Seller Disclosure Schedule was not prepared or disclosed with a view to its potential disclosure to others not party to this Agreement. Subject to applicable Law, such information is disclosed in confidence for the purposes contemplated in this Agreement and is subject to the confidentiality provisions of any other agreements, including the Confidentiality Agreement, entered into by the Parties hereto or their Affiliates and Representatives. Moreover, in disclosing the information in the Seller Disclosure Schedule, Seller does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein. Any attachments to the Seller Disclosure Schedule form an integral part of the Seller Disclosure Schedule and Parent Disclosure Schedule shall each be delivered are incorporated by reference for all purposes as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (if set forth in the case of an amendment or modification to the Partnership Seller Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each Except with respect to any Supplemental Disclosure, which is governed by Section 6.5, the disclosure of any matter in any section or subsection of the Partnership SE Corp Disclosure Schedule and or the Parent SEP Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in separate parts sections corresponding to the numbered and lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 10.9 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to SEP and its Representatives or SE Corp and its Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The Disclosure Schedules shall be attached to this Agreement as of the Partnership Disclosure Schedule date hereof and the Parent Disclosure Schedule shall be arranged in separate parts schedules corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection Article IV and Article V of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof disclosure made in any schedule of the respective party that are contained in this Agreement, but Disclosure Schedules shall qualify other schedules of the Disclosure Schedules if such schedule specifically refers to such other schedule in the case Disclosure Schedules or to the extent that the disclosure is reasonably apparent on its face that such disclosure is applicable to such other schedule. During the period commencing on the date of this clause Agreement and ending on the fifth (b5th) only if Business Day prior to the relevance Closing Date, the Company shall promptly provide written updates to Parent upon becoming aware of any facts or circumstances that disclosure arise after the date hereof that would cause any of the Executing Stockholders’ or the Company’s representations or warranties in Article IV or Article V to not be true and correct in all material respects as an exception to of the Closing Date (or a disclosure for purposes of“Disclosure Supplement”). Within five (5) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion Business Days after receipt of an item in the Partnership a Disclosure Schedule or Parent Disclosure Schedule as an exception Supplement related to a representation or warranty shall not be deemed an admission that such item represents a material fact, event fact or circumstance which has resulted or that such item has had, or would could reasonably be expected to have result in a Partnership Material Adverse Effect with respect to the Target Entities and the Target Entity Operations taken as a whole, Parent may terminate this Agreement by providing written notice to the Company and the Stockholder Representative. Notwithstanding anything in this Agreement to the contrary, at the election of Parent, each Disclosure Supplement may be deemed accepted for purposes of satisfying the closing condition set forth in Section 8.2(a), provided, however, no Disclosure Supplement or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule any disclosure of any matters set forth therein shall each be delivered as affect the indemnification rights of any of the entry into Parent Indemnified Parties with respect to any representations and warranties made by the Executing Stockholders and/or the Company in this Agreement, Agreement and no amendments or modifications thereto such representations and warranties shall be deemed to have been made without the written consent effect of Parent (any Disclosure Supplement, other than a Disclosure Supplement that is solely for listing purposes and does not contain any fact, condition or circumstance that could result in any Losses or other adverse effect upon the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule Company or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedIndemnified Parties.

Disclosure Schedules. Each The Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 2 (or any other applicable provision of this Agreement), and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty, or relate to only the particular provision, set forth in the corresponding numbered or lettered section in Section 2 (or any other applicable provision of this Agreement), and shall not be deemed to relate to or to qualify any other representation or warranty, except where it is reasonably apparent on its face from the substance of the Partnership matter disclosed that such information is applicable to another representation or warranty. The Company shall not be entitled to update or modify the Company Disclosure Schedule after the execution and delivery of this Agreement, and any update or modification made or purported to have been made to the Company Disclosure Schedule after the execution and delivery of this Agreement shall be disregarded for all purposes under this Agreement. The Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth contained in Section 3 (or any other applicable provision of this Agreement. For purposes of this Agreement any disclosure set forth ), and the information disclosed in any particular Section numbered or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule lettered part shall be deemed to be an exception relate to (orand to qualify only the particular representation or warranty, as applicableor relate to only the particular provision, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained set forth in the corresponding numbered or lettered section in Section 3 (or subsection any other applicable provision of this Agreement), and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission to relate to or to qualify any other representation or warranty, except where it is reasonably apparent on its face from the substance of the matter disclosed that such item represents a material fact, event information is applicable to another representation or circumstance or that such item has had, or would reasonably warranty. Parent shall not be expected entitled to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or modify the Parent Disclosure Schedule after the entry into execution and delivery of this Agreement, and any update or modification made or purported to have been made to the Parent Disclosure Schedule after the execution and delivery of this Agreement that is not so consented to shall be disregardeddisregarded for all purposes under this Agreement.

Disclosure Schedules. Each (a) The Company Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of ARTICLE II and, as applicable, ARTICLE IV and Exhibit A. Any information set forth in any subsection of the Partnership Disclosure Schedule and the Parent Company Disclosure Schedule shall be arranged deemed to be disclosed and incorporated by reference in each of the other subsections of the Company Disclosure Schedule as though fully set forth in such other subsections (whether or not specific cross-references are made) to the extent it is reasonably apparent on its face that such disclosure also qualifies or applies to such other subsections. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed, in and of itself, as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for purposes of this Agreement, and no information set forth therein shall be deemed, in and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or breach of any Contract. (b) The Parent Disclosure Schedule has been arranged, for purposes of convenience only, in separate parts sections and subsections corresponding to the numbered Sections and lettered sections set forth in this Agreement. For purposes subsections of this Agreement any disclosure ARTICLE III and, as applicable, ARTICLE IV and Exhibit A. Any information set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception disclosed and incorporated by reference in each of the other subsections of the Parent Disclosure Schedule as though fully set forth in such other subsections (whether or not specific cross-references are made) to (orthe extent it is reasonably apparent on its face that such disclosure also qualifies or applies to such other subsections. No reference to or disclosure of any item or other matter in the Parent Disclosure Schedule shall be construed, in and of itself, as applicable, a disclosure an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Parent Disclosure Schedule. The information set forth in the Parent Disclosure Schedule is disclosed solely for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representationsno information set forth therein shall be deemed, warrantiesin and of itself, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material factby any party hereto to any third party of any matter whatsoever, event including any violation of Legal Requirement or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as breach of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedany Contract.

Disclosure Schedules. Each of Nothing in the Partnership Seller Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as disclose an exception to a representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. The Seller Disclosure Schedule shall be arranged by the Seller Parties in paragraphs corresponding to the subsections contained herein. A fact or matter disclosed in the Seller Disclosure Schedule with respect to one subsection shall be deemed to be disclosed with respect to each other subsection where such disclosure is appropriate to the extent it is clear from reading such Seller Disclosure Schedule that such disclosure is applicable to such other sections and provided that an agreement or other document which is merely listed or identified in any section shall not be deemed an admission to be disclosure with respect to any other section. To the extent that any matter arises or comes into existence between the date hereof and the Effective Time that is required to be described by the Seller Parties in the Seller Disclosure Schedules (or by Parent or Merger Sub in the Buyer Disclosure Schedules) in order for such item represents a material factschedules to be true, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule correct and Parent Disclosure Schedule shall each be delivered complete in all respects at and as of the entry into this AgreementClosing, it is understood and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification agreed that, from time to time prior to the Partnership Closing, between the date hereof and the Closing, the Seller Parties may amend, supplement or revise the Seller Disclosure ScheduleSchedules (and Parent or Merger Sub may amend, supplement or revise the Buyer Disclosure Schedules) with respect to any such matter; provided that the disclosure provided in any such amended, supplemented or revised schedule shall in no way be effective for purposes of the Partnership (conditions set forth in the case of an amendment Section 6.1 or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded7.1 hereof.

Disclosure Schedules. Each of There may be included in the Partnership Company Disclosure Schedule and or the Parent Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) items and information, the disclosure of which is not required either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV or to one or more covenants contained in Article V. Inclusion of any items or information in the Disclosure Schedules shall not be arranged deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or is reasonably likely to result in separate parts corresponding a Company Material Adverse Effect or to affect the numbered and lettered sections set forth in interpretation of such term for purposes of this Agreement. For purposes of this Agreement any disclosure The Disclosure Schedules set forth in any items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the Partnership items or information in such Disclosure Schedule relates; provided, however, that any information set forth in one section or subsection pertaining to representations, warranties and covenants of the Company Disclosure Schedule or the Parent Purchaser Disclosure Schedule Schedule, as the case may be, shall be deemed to be an exception apply to (or, as applicable, a disclosure for purposes of) (a) the each other section or subsection thereof pertaining to representations, warranties, covenants, agreements warranties and covenants to the extent that it is reasonably apparent that it is relevant to such other sections or other provisions hereof subsections of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Company Disclosure Schedule or the Parent Purchaser Disclosure Schedule, as the case may be, provided further, that no information contained in the Disclosure Schedules shall apply to, or be disclosed against, the representations and warranties set forth in Section 3.8(b) hereof unless expressly set forth in Section 3.8(b) of the Company Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded(without cross reference).

Disclosure Schedules. Each of the Partnership The Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Schedules to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of are intended only to qualify and limit the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, representations and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are warranties contained in this Agreement, but and will not be deemed to expand in any way the case scope or effect of this clause any of such representations or warranties. Each party hereby acknowledges and agrees that: (bi) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, certain agreements and other provisions hereofmatters may be listed in the Disclosure Schedules for informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any section or sections of the Disclosure Schedules will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent. The mere inclusion apparent on the face of an item such disclosure; (iv) headings in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (v) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item represents a or other matter is material fact, event or circumstance outside of the ordinary course of business or that such item has had, or would reasonably other matter is required to be expected referred to have or disclosed in the Disclosure Schedules or otherwise imply that any such item or matter creates a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as measure for materiality for the purposes of the entry into this Agreement; (vi) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement, and no amendments law or modifications thereto regulation shall be made without construed as an admission or indication that any such breach or violation exists or has actually occurred; (vii) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability to any third party; and (vii) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddocuments themselves.

Disclosure Schedules. Each of Nothing in the Partnership Seller Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as disclose an exception to a representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. The Seller Disclosure Schedule shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. A fact or matter disclosed in the Seller Disclosure Schedule with respect to one subsection shall be deemed to be disclosed with respect to each other subsection where such disclosure is appropriate to the extent it is clear from reading such Seller Disclosure Schedule that such disclosure is applicable to such other sections and provided that an agreement or other document which is merely listed or identified in any section shall not be deemed an admission to be disclosure with respect to any other section. To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Sellers in Article III of the Seller Disclosure Schedules (or by Buyer in the Buyer Disclosure Schedules) in order for such item represents a material factschedules to be true, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule correct and Parent Disclosure Schedule shall each be delivered complete in all respects at and as of the entry into this AgreementClosing, it is understood and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification agreed that, from time to time prior to the Partnership Closing, between the date hereof and the Closing, the Sellers may amend, supplement or revise Article III of the Seller Disclosure ScheduleSchedules (and Buyer may amend, supplement or revise the Buyer Disclosure Schedules) with respect to any such matter; provided that the disclosure provided in any such amended, supplemented or revised schedule shall in no way be effective for purposes of the conditions set forth in Section 7.1 or 8.1 hereof or Section 11.1(a)(i) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded11.1(a)(ii) hereof.

Disclosure Schedules. Each On or before the date hereof, (i) Pacific shall deliver to Enova a schedule (the "PACIFIC DISCLOSURE SCHEDULE"), which shall be accompanied by a certificate signed by the chief financial officer of Pacific stating the Partnership Disclosure Schedule is being delivered pursuant to this Section 6.06(i) and (ii) Enova shall deliver to Pacific a schedule (the "ENOVA DISCLOSURE SCHEDULE"), which shall be accompanied by a certificate signed by the chief financial officer of Enova stating the Enova Disclosure Schedule is being delivered pursuant to this Section 6.06(ii). The Pacific Disclosure Schedule and the Parent Enova Disclosure Schedule shall be arranged in separate parts corresponding are collectively referred to herein as the numbered and lettered sections set forth in this Agreement"DISCLOSURE SCHEDULES". For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership The Disclosure Schedule or the Parent Disclosure Schedule Schedules, when so delivered, shall be deemed to be constitute an exception integral part of this Agreement and to (or, as applicable, a disclosure for purposes of) (a) modify the respective representations, warranties, covenants, covenants or agreements or other provisions hereof of the respective Party parties hereto contained herein to the extent that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, covenants or agreements and other provisions hereof, is reasonably apparentexpressly refer to the Disclosure Schedules. The mere inclusion of an item Anything to the contrary contained herein or in the Partnership Disclosure Schedule Schedules notwithstanding, any and all statements, representations, warranties or Parent disclosures set forth in the Disclosure Schedule Schedules delivered on or before the date hereof shall be deemed to have been made on and as an exception of the date hereof. From time to a time prior to the Closing, the parties shall promptly supplement or amend the Disclosure Schedules with respect to any matter, condition or occurrence hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. No supplement or amendment shall be deemed to cure any breach of any representation or warranty shall not be deemed an admission that such item represents a material fact, event made in this Agreement or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as any effect for the purpose of determining satisfaction of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (conditions set forth in the case of an amendment or modification to the Partnership Disclosure ScheduleSection 7.02(b) or the Partnership (in the case of an amendment or modification to the Parent Disclosure ScheduleSection 7.03(b). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The Company Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article 2, and the disclosures in any section or subsection of the Partnership Company Disclosure Schedule qualify other sections and subsections in Article 2 to the extent it is readily apparent on its face from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The Parent Disclosure Schedule shall be arranged in separate parts sections and subsections corresponding to the numbered and lettered sections set forth and subsections contained in this AgreementArticle 3, and the disclosures in any section or subsection of the Parent Disclosure Schedule qualify other sections and subsections in Article 3 to the extent it is readily apparent on its face from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. For purposes of this Agreement any disclosure Agreement: (a) each statement or other item of information set forth in any particular Section or subsection of the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed is intended only to be an exception to (or, as applicable, a disclosure for purposes of) (a) qualify and limit the representations, warranties, covenants, covenants and agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are Company contained in this Agreement, but Agreement and shall not be deemed to expand in any way the case scope or effect of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) any such representations, warranties, covenants, agreements covenants and agreements; and (b) each statement or other provisions hereof, is reasonably apparent. The mere inclusion item of an item information set forth in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is intended only to a representation or warranty qualify and limit the representations, warranties, covenants and agreements of Parent and the Merger Subs contained in this Agreement and shall not be deemed an admission that to expand in any way the scope or effect of any such item represents a material factrepresentations, event or circumstance or that such item has hadwarranties, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablecovenants and agreements. The Partnership Company Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreementdate hereof, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule)made. Any purported update or modification to the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to date hereof shall be disregarded.

Disclosure Schedules. Each The schedules referred to herein and delivered pursuant to and attached to this Agreement (collectively, “Disclosure Schedules”) are integral parts of this Agreement. Capitalized terms that are used in the Partnership Disclosure Schedule and Schedules but not otherwise defined therein have the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections meanings set forth in this Agreement. For purposes of this Agreement any disclosure set forth Nothing in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed adequate to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as disclose an exception to a representation or warranty made herein, unless the Disclosure Schedule identifies the exception with reasonable particularity, including by explicit cross-reference to another Disclosure Schedule to this Agreement unless the applicability of such exception to another section of the Disclosure Schedules is reasonably apparent on its face. Appendices attached to the Disclosure Schedules form an integral part of the sections or subsections of the Disclosure Schedules into which they are incorporated by reference for all purposes as if fully set forth in the Disclosure Schedules, including for purposes of cross-application to other sections or subsections of the Disclosure Schedules in accordance with the preceding sentence. The Target may, at its option, include in the Disclosure Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality, to define further the meaning of such terms for purposes of this Agreement or otherwise to influence the construction or interpretation of any of the representations and warranties contained in this Agreement. No disclosure on a Disclosure Schedule relating to a possible breach or violation of any Contract, Law or Legal Requirement shall be construed as an admission or indication that such item represents a material fact, event breach or circumstance violation exists or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableactually occurred. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (Where any information set forth in the case Disclosure Schedules comprises expressions of an amendment opinion, no warranty is given as to their accuracy, but unless otherwise stated therein, such opinions are bona fide held by the Person giving such representation or modification warranty or, to the Partnership Disclosure Schedule) or the Partnership (in the case knowledge of an amendment or modification such Person, by such other person to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedwhom they are attributed.

Disclosure Schedules. Each The inclusion of any information in the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Seller Schedule or the Parent Schedule (collectively, the “Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes ofSchedules”) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Disclosure Schedules, that such item represents a material fact, event or circumstance information is required to be listed in the Disclosure Schedules or that such item has haditems are material to Parent, Sub or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse EffectGT, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule the case may be, nor shall each be delivered as the specification of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (any dollar amount in the case of an amendment Disclosure Schedules be used in any dispute or modification controversy between the parties to the Partnership determine whether any obligation, item or matter (whether or not described herein or included in any Disclosure Schedule) is or is not material for purposes of this Agreement. The headings, if any, of the Partnership individual sections of each of the Disclosure Schedules are inserted for convenience only and shall not be deemed to constitute a part thereof or a part of this Agreement. The Disclosure Schedules are arranged in sections corresponding to those contained herein merely for convenience. The parties acknowledge that this Agreement requires the inclusion (i) in each separate section of the Seller Schedule the disclosure of all information called for by the corresponding section herein, without regard for the fact that the same information may be called for in two or more sections herein and therefore should be disclosed on two or more sections of the Seller Schedule, and (ii) in each separate section of the Parent Schedule the disclosure of all information called for by the corresponding section herein, without regard for the fact that the same information may be called for in two or more sections herein and therefore should be disclosed on two or more sections of the Parent Schedule. Notwithstanding the foregoing (y) if despite GT’s reasonable good faith efforts to comply with such requirement, GT includes disclosure of certain information in one or more but less than all sections of the Seller Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the case section(s) where such information is disclosed, then GT shall be deemed to have disclosed such information in the sections of the Seller Schedule where such information is not disclosed and the failure of GT to include such information in the appropriate section(s) of the Seller Schedule shall not constitute an amendment inaccuracy of representation or modification breach of warranty, and (z) if despite Parent’s reasonable good faith efforts to comply with such requirement, Parent includes disclosure of certain information in one or more but less than all sections of the Parent Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the section(s) where such information is disclosed, then Parent shall be deemed to have disclosed such information in the sections of the Parent Schedule where such information is not disclosed and the failure of Parent to include such information in the appropriate section(s) of the Parent Schedule shall not constitute an inaccuracy of representation or breach of warranty. The Disclosure Schedule). Any purported update Schedules include matters set forth in documents referenced in the Schedules but do not purport to disclose any agreements, contracts or modification instruments entered into pursuant to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terms of this Agreement that is not so consented to shall be disregardedAgreement.

Disclosure Schedules. Each The following schedules are provided in connection with the various representations and warranties contained in Section 3 of the Partnership Disclosure Schedule Common Stock Purchase Agreement dated as of April 23, 2013, (the “Agreement”) by and between CopyTele, Inc., a Delaware corporation (the Parent Disclosure Schedule shall be arranged in separate parts corresponding to “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the numbered and lettered sections set forth in this “Buyer”). These disclosure schedules are an integral part of the Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained Any terms defined in the corresponding Section or subsection of this AgreementAgreement shall have the same meaning when used in these schedules, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of unless the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentcontext indicates otherwise. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule following schedules as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception, fact, event or circumstance circumstance, or that such item has had, information constitutes or would reasonably be expected to have constitute a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as Any disclosures herein made with respect to a section or subsection of the entry into this AgreementAgreement shall be deemed to qualify such sections or subsections specifically referenced or cross-referenced and any other section or subsection to the extent that it is reasonably apparent that such disclosure also pertains to such other section or subsection. In the event of any inconsistency between the statements in the Agreement and those herein (other than an exception expressly set forth as such herein with respect to a specifically identified representation or warranty), the statements in the Agreement will control. No disclosure in the following schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred, and no amendments or modifications thereto shall be made without the written consent of Parent (disclosure in the case following schedules constitutes an admission of any liability or obligation of the Company or any Affiliate to any third party. The descriptive headings in this Disclosure Schedule are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning, construction or interpretation of, the Disclosure Schedules or the Agreement. CopyTele International Ltd. CopyTele Marketing, Inc CTI Patent Acquisition Corporation Secure Web Conference Corporation On February 8, 2011, the Company sold 7,000,000 unregistered shares of its common stock in a private placement to 10 accredited investors, including Dexxx X. Xxxxxx, the Company’s former Chairman and Chief Executive Officer, Hexxx X. Xxxxx, the Company’s Chief Financial Officer and a director, and Lexxx X. Xxxxxxxxx, a director and now the current Chairman, and Gexxxx X. Xxxxxxxx, former director of the Company, at a price of $0.1786 per share, or proceeds of $1,250,000. In conjunction with the sale of the common stock, the Company issued the investors warrants to purchase 7,000,000 unregistered shares of its common stock. Each warrant grants the holder the right to purchase one share of the Company’s common stock (or 7,000,000 shares of common stock in the aggregate) at the purchase price of $0.1786 per share on or before February 8, 2016. Certain of the investors are officers and/or directors of the Company and the warrants issued to such persons included a “cashless exercise” provision. On September 12, 2012, the Company completed a private placement with 5 accredited investors, including Lexxx X. Xxxxxxxxx, the Company’s Chairman and then Chief Executive Officer, and Brxxx Xxxxxxx, a director of the Company (the “Investors”), pursuant to which the Company sold $750,000 principal amount of 8% Convertible Debentures due 2016 (the “Debentures”). The Debentures mature on September 12, 2016, bear interest at the rate of 8% payable quarterly and are convertible into shares (the “Conversion Shares”) of common stock of the Company, and at a price per share of $0.092. The Company may prepay the Debentures at any time without penalty upon 30 days prior notice. The Debentures also provide for events of default which, if any of them occurs, would permit the principal of and accrued interest on the Debentures to become or to be declared due and payable, unless the event of default has been cured or the holder of the Debenture has waived in writing the event of default. The Company granted the holders customary piggy-back registration rights. If all of the Debentures are converted, the Company would issue 10,870 shares of its common stock for each $1,000 principal amount of Debentures or 8,152,174 shares of its common stock in the aggregate. On September 19, 2012, the Board granted stock options to purchase 41.5 million shares. Of these options, options to acquire 40 million shares were issued to the new management team and have an exercise price of $0.2175. Twenty million of those options will vest only if certain milestones are met. The remaining options to acquire 1.5 million shares were issued to Lexxx X. Xxxxxxxxx, the Company’s Chairman, and Kexx Xxxxxxxx, a director of the Company and have an exercise price of $0.2225. On January 25, 2013 (the “Closing Date”), we completed a private placement with 20 accredited investors, including Roxxxx X. Xxxxxx, the Company’s President, Chief Executive Officer and a director, Dr. Amxx Xxxxx, a consultant and director of the Company, and Brxxx Xxxxxxx, a director of the Company (the “Investors”), pursuant to which the Company sold $1,765,000 principal amount of 8% Convertible Debentures due 2015 (the “Debentures”) and warrants (the “Warrants”) to purchase 5,882,745 shares of common stock of the Company, par value $0.01 per share (the “Warrant Shares”). The Debentures mature on January 25, 2015, bear interest at the rate of 8% payable quarterly and are convertible into shares (the “Conversion Shares”) of the Company’s common stock at a price per share of $0.15. The Company may prepay the Debentures at any time without penalty upon 30 days prior notice, but only if the sales price of the common stock on the principal market on which the common stock is primarily listed and quoted for trading is at least $0.30 for 20 trading days in any 30-day trading period ending no more than 15 days before the Company’s prepayment notice. The Company has the option to pay any interest on the debentures in common stock based on the average of the closing prices of the Company’s common stock for the 10 trading days immediately preceding the interest payment date. If all interest through the maturity date of the debentures is paid in common stock, the Company would issue an additional 1,126,767 shares (based on the average closing prices of the Company’s common stock for the 10 trading days ending April 16, 2013). The Company also has the option to pay any interest on the debentures with additional debentures. If all interest through the maturity date of the debentures that are currently outstanding were paid in the form of debentures, the Company would issue $282,400 principal of additional 8% convertible debentures. The terms of the debentures preclude the Company from incurring any indebtedness senior to the debentures. The Debentures contain full ratchet anti-dilution protection which means, that, subject to certain exceptions, if the Company sells shares of common stock (or securities convertible or exchangeable into common stock) at an effective price of less than $0.15 per share of common stock, the conversion price of the Debentures will be reduce to such lower effective sales price. The Debentures also provide for events of default which, if any of them occurs, would permit the principal of and accrued interest on the Debentures to become or to be declared due and payable, unless the event of default has been cured or the holder of the Debenture has waived in writing the event of default. If all of the Debentures are converted, the Company would issue 6,667 shares of common stock for each $1,000 principal amount of Debentures or 11,767,255 shares of its common stock in the aggregate. For each $1,000 principal amount of Debentures, the Company issued a Warrant to purchase 3,333 shares of common stock. Each Warrant grants the holder the right to purchase the Warrant Shares at the purchase price per share of $0.30 on or before January 25, 2016. If there is not an effective registration statement covering the Warrant Shares, the Warrants may be exercised on a cashless basis. Pursuant to the Debentures and Warrants, no Investor may convert or exercise such Investor’s Debenture or Warrant if such conversion or exercise would result in the Investor beneficially owning in excess of 4.99% of our then issued and outstanding common stock. A holder may, however, increase this limitation (but in no event exceed 9.99% of the number of shares of common stock issued and outstanding) by providing the Company with 61 days’ notice that such holder wishes to increase this limitation. In connection with this offering, the Company granted each Investor registration rights with respect to the Conversion Shares and the Warrant Shares. The Company is obligated to use its reasonable best efforts to cause a registration statement registering for resale the Conversion Shares and the Warrant Shares to be filed no later than 90 days from the Closing Date and must be declared effective no later than 180 days from the Closing Date. The Company is required to use it reasonable best efforts to keep the registration statement effective date until the Conversion Shares and the Warrant Shares can be sold under Rule 144(k) of the Securities Act or such earlier date when all Conversion Shares and the Warrant Shares have been sold publicly; provided, however, the Company shall not be required to keep the Registration Statement effective for a period of more than three years from the Closing Issuance Date. If a registration statement covering the resale of the Conversion Shares is not filed within the 90-day period (the “Filing Default”), then on the date of the Filing Default and on each monthly anniversary (if the Filing Default has not been cured by such date) until the Filing Default is cured, the Company shall pay in cash to each Debenture holder liquidated damages equal to 1.0% of the aggregate purchase price paid by such holder for such Debentures then held by such holder. The liquidated damages will apply on a daily pro-rata basis for any portion of a month prior to curing of the Filing Default. The Company will not be liable for liquidated damages with respect to Warrant Shares. In connection with this offering, the Company paid The Benchmark Company LLC, as placement agent, a cash placement fee of $41,400 (or 6% of the aggregate purchase price from the investors they introduced to the Company) and issued to The Benchmark Company LLC warrants to purchase 276,000 shares of common stock (or 6% of the aggregate number of shares underlying the Debentures issued to the investors they introduced to the Company) upon the same terms as the Warrants issued in the offering. Pursuant to the terms of an amendment or modification Agreement, dated as of October 18, 2012, between the Company and Netgain Financial, Inc. (“Netgain”), on each of October 18, 2012 and January 18, 2013, the Company issued Netgain 125,000 shares of restricted common stock in payment of public relations and communications services. The Company terminated the agreement on April 9, 2013. On March 28, 2013, the Board of Directors approved an increase in the annual stock option grant to non-employee directors and granted Messrs. Tixxxxxxx, Joxxxxx xnd Wixxxxxx xon-qualified stock options to purchase 400,000, 300,000 and 300,000 shares of our common stock, respectively. These stock options (i) will vest in four equal installments on March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013, (ii) will terminate on December 31, 2022 and (iii) have an exercise price of $0.195. On April 3, 2013, the Company, through its newly formed, wholly owned subsidiary, CTI Patent Acquisition Corporation (“CTIPAC”), entered into an exclusive license agreement (the “CTIPAC Agreement”) pursuant to which it acquired the rights to a patent portfolio relating to loyalty awards programs commonly provided by airlines, credit card companies, hotels, retailers, casinos, and others. The patent portfolio consists of 13 patents (the “Patents”) that cover the conversion of non-negotiable, loyalty awards points into negotiable funds used to purchase goods and services from third parties, and the conversion of awards points into points and awards provided by other loyalty program providers. Pursuant to the Partnership Disclosure ScheduleCTIPAC Agreement, the licensors will receive a percentage of all amounts received by CTIPAC from licensing and enforcement of the Patents and were issued 200,000 restricted shares of the Company’s common stock. The issuances of the securities referred to above (i) were not registered under the Securities Act of 1933, as amended, in reliance on an exemption from registration under Section 3(b) or Section 4(2) of the Partnership Act, and Rule 506 promulgated thereunder, based on the fact that all of the investors are “accredited investors,” as such term is defined in Rule 501 of Regulation D and (ii) were not subject to any underwriting discounts or commissions. None. None. None. None. None. None. Refer to disclosure in Schedule 3(c). This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of April 23, 2013 (the “Common Stock Purchase Agreement”), by and between COPYTELE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the case Common Stock Purchase Agreement. The undersigned, ___________, ____________ of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.Company, hereby certifies as follows:

Disclosure Schedules. Each On or before the date hereof, (i) Pacific shall deliver to Enova a schedule (the "Pacific Disclosure Schedule"), which shall be accompanied by a certificate signed by the chief financial officer of Pacific stating the Partnership Disclosure Schedule is being delivered pursuant to this Section 6.06(i) and (ii) Enova shall deliver to Pacific a schedule (the "Enova Disclosure Schedule"), which shall be accompanied by a certificate signed by the chief financial officer of Enova stating the Enova Disclosure Schedule is being delivered pursuant to this Section 6.06(ii). The Pacific Disclosure Schedule and the Parent Enova Disclosure Schedule shall be arranged in separate parts corresponding are collectively referred to herein as the numbered and lettered sections set forth in this Agreement"Disclosure Schedules". For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership The Disclosure Schedule or the Parent Disclosure Schedule Schedules, when so delivered, shall be deemed to be constitute an exception integral part of this Agreement and to (or, as applicable, a disclosure for purposes of) (a) modify the respective representations, warranties, covenants, covenants or agreements or other provisions hereof of the respective Party parties hereto contained herein to the extent that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, covenants or agreements and other provisions hereof, is reasonably apparentexpressly refer to the Disclosure Schedules. The mere inclusion of an item Anything to the contrary contained herein or in the Partnership Disclosure Schedule Schedules notwithstanding, any and all statements, representations, warranties or Parent disclosures set forth in the Disclosure Schedule Schedules delivered on or before the date hereof shall be deemed to have been made on and as an exception of the date hereof. From time to a time prior to the Closing, the parties shall promptly supplement or amend the Disclosure Schedules with respect to any matter, condition or occurrence hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. No supplement or amendment shall be deemed to cure any breach of any representation or warranty shall not be deemed an admission that such item represents a material fact, event made in this Agreement or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as any effect for the purpose of determining satisfaction of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (conditions set forth in the case of an amendment or modification to the Partnership Disclosure ScheduleSection 7.02(b) or the Partnership (in the case of an amendment or modification to the Parent Disclosure ScheduleSection 7.03(b). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership 12.11.1. The RBPI Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent BMBC Disclosure Schedule shall be deemed to part of this Agreement and are fully incorporated into this Agreement by reference. Any reference in a particular section or subsection of either the RBPI Disclosure Schedule or the BMBC Disclosure Schedule shall only be deemed a reference to, an exception to or a modification of (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, representations and warranties or covenants, agreements or other provisions hereof as applicable, of the respective Party relevant party that are contained in the corresponding Section section or subsection of this Agreement, and (b) any other section or subsection of the RBPI Disclosure Schedule or the BMBC Disclosure Schedule, as applicable (and accordingly any other representations, warranties, covenants, agreements warranties or other provisions hereof covenants of the respective such party that are contained in the corresponding section or subsection of this Agreement), but in the case of this clause (b) only if the relevance of that disclosure reference as an exception to or a modification of (or a disclosure for purposes of) such representations, warrantieswarranties and covenants of the relevant party, covenantswhether or not an explicit cross‑reference appears, agreements and to such other provisions hereof, section or subsection is reasonably apparentapparent on the face of such disclosure. The mere inclusion of an item Nothing in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership RBPI Disclosure Schedule or the Parent BMBC Disclosure Schedule shall be deemed adequate to disclose an exception to or a modification of a representation or a warranty unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. 12.11.2. During the period from the date of this Agreement to the Effective Time, each party will promptly notify the other party in writing of any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedule to Article 4 or Article 5, as applicable, or which is necessary to correct any information in its Disclosure Schedule that has been rendered materially inaccurate thereby. Each such notice shall include, or be accompanied by, a proposed supplement or amendment to such Party’s Disclosure Schedule regarding such matter (a “Schedule Supplement”). Each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend RBPI Disclosure Schedule or BMBC Disclosure Schedule, as applicable, as of the date of this Agreement and the Closing Date; provided, however, that if the matter which is the subject of the Schedule Supplement constitutes or relates to something that could provide BMBC with a right to terminate this Agreement in accordance with Section 11.1.4 and BMBC does not elect to terminate this Agreement prior to the earlier of (i) five (5) Business Days after the entry into expiration of the applicable cure period and (ii) the Termination Date, then BMBC shall be deemed to have irrevocably waived any right to terminate this Agreement that is not so consented to on account of such matter. No investigation by a party or its representatives shall be disregardeddeemed to modify or waive any representation, warranty, covenant or agreement of the other party or its subsidiary bank set forth in this Agreement, or the conditions to the respective obligations of BMBC and RBPI to consummate the transactions contemplated hereby.

Disclosure Schedules. Each The disclosure of any information in the Partnership Disclosure Schedule and the Parent Disclosure Schedule Schedules, which shall be arranged compiled and attached to this Agreement, shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in separate parts corresponding to connection with the numbered representations and lettered sections set forth warranties made by Buyer, Seller or the Company, as applicable, in this Agreement, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, Buyer, Seller or the Company, as applicable. For purposes Neither the specification of this any item or matter in any representation or warranty contained in the Agreement nor the inclusion of any disclosure specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in the Agreement or included in the Disclosure Schedules is or is not in the ordinary course of business. The Section number headings in the Disclosure Schedules references set forth herein and included in the Disclosure Schedules correspond to the Section numbers in this Agreement; provided, that any information disclosed in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception disclosed and incorporated into any other Section of the Disclosure Schedules solely to (orthe extent that the applicability of such information and disclosure to such other Section of the Disclosure Schedules is reasonably apparent on its face. Nothing set forth in the Disclosure Schedules shall be deemed to broaden or otherwise amplify, as applicableor expand the scope of, a disclosure for purposes of) (a) the representations, warranties, covenants, covenants and agreements or other provisions hereof of the respective Party that are contained in the corresponding Section Agreement or subsection to interpret the meaning of this Agreement, and (b) any other of the representations, warranties, covenants, covenants or agreements or other provisions hereof of the respective party that are contained in this Agreement, but set forth in the case Agreement. All descriptions of this clause any document included in the Disclosure Schedules (a) are summary in nature, (b) only if do not purport to be a complete statement of the relevance material terms of that disclosure as an exception such document, and (c) are qualified in their entirety by reference to (or a disclosure for purposes ofi) such representationsdocument, warranties(ii) any and all exhibits, covenantsschedules, agreements annexes, riders, addendums and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule documents and instruments attached to such document or Parent Disclosure Schedule as an exception otherwise referred to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreementtherein, and no amendments or (iii) any other amendments, supplements and other modifications thereto shall be made without the written consent of Parent (to such document, in the each case of an amendment or modification to the Partnership Disclosure Schedule) extent provided or the Partnership (in the case of an amendment or modification made available to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedBuyer.

Disclosure Schedules. Each Reference is hereby made to that certain Securities Purchase Agreement (the “Agreement”), dated as of February 16, 2018, between AIT Therapeutics, Inc., a Delaware corporation (the Partnership Disclosure Schedule “Company”), and each purchaser identified on the Parent Disclosure Schedule signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall be arranged in separate parts corresponding to have the numbered and lettered sections meanings set forth in this the Agreement. For Section references herein are to sections of the Agreement. These Disclosure Schedules are provided on the terms and subject to the conditions of the Agreement. Any disclosure made in these Disclosure Schedules with reference to any section or schedule of the Agreement shall be deemed to be a disclosure with respect to any other section or schedule of the Agreement (regardless of whether or not a specific cross-reference is made thereto) to the extent its relevance to such other section or schedule is reasonably apparent on its face. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in these Disclosure Schedules; these Disclosure Schedules may contain items that are not material (or otherwise required to be disclosed) in order to avoid any misunderstanding, or otherwise for informational purposes. Accordingly, the disclosure or inclusion of information in these Disclosure Schedules (including the specification of any dollar amount herein or in the Agreement, or the inclusion of any specific item herein) is not intended as and shall not be deemed to be an acknowledgement or admission that any such information is required to be disclosed or is material for purposes of this Agreement any disclosure the representations and warranties set forth in the Agreement. Disclosure of any particular Section allegations with respect to any alleged breach, violation or subsection default under any contractual or other obligation, or any Law, is not an admission that such breach, violation or default has occurred. The information contained in these Disclosure Schedules is disclosed solely for purposes of the Partnership Disclosure Schedule Agreement, and no information contained herein (including any disclosure relating to any possible breach or violation of, or conflict with, any Law or contract, and any statements with respect to the enforceability of contracts, or the Parent Disclosure Schedule existence or non-existence of third-party rights) shall be deemed to be an exception admission by any party to (orthe Agreement to any third party of any matter whatsoever, as applicable, a disclosure for purposes of) (a) or otherwise give rise to any claim or benefit to any third party. These Disclosure Schedules and the representations, warranties, covenants, agreements information and disclosures contained herein are intended only to qualify the representations or other provisions hereof of the respective Party that are warranties contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that to expand in any way the scope or effect of any of such representations or warranties. Where the terms of a contract or other item represents have been summarized or described in these Disclosure Schedules, such summary or description does not purport to be a complete statement of the material factterms of such contract or other item, event and all such summaries and descriptions are qualified in their entirety by reference to the contract or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablebeing summarized and/or described. The Partnership information provided in these Disclosure Schedule Schedules is being provided solely for the purpose of making disclosures to the Purchasers under the Agreement. In disclosing this information, the Company does not waive, and Parent Disclosure Schedule shall each be delivered as expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the entry into this Agreementmatters disclosed or discussed herein. The headings and introductions used in these Disclosure Schedules have been included for convenience only, and no amendments are not intended to limit the effect of the disclosures contained herein or modifications thereto shall to expand the scope of the information required to be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddisclosed herein.

Disclosure Schedules. Each (a) Except as otherwise provided in the Schedules attached hereto (the “Schedules”), which are incorporated herein and made a part of this Agreement, all capitalized terms used therein shall have the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding meanings assigned to the numbered and lettered sections set forth them in this Agreement. For purposes The inclusion of any information in the Schedules will not be deemed an admission or acknowledgment that such information is required to be listed in the Schedules or that such items are material. The Schedules are arranged in sections corresponding to the sections contained in this Agreement merely for convenience, and the disclosure of an item in one section of the Schedules as an exception to a particular covenant, agreement, representation or warranty shall be deemed adequately disclosed as an exception with respect to all other covenants, agreements, representations and warranties to the extent that the relevance of such item to such other covenants, agreements, representations or warranties is reasonably apparent on its face without independent knowledge of the reader, notwithstanding the presence or absence of an appropriate cross-reference thereto. (b) Notwithstanding anything to the contrary herein, from time-to-time prior to the Closing, each Party may at its option supplement or amend and deliver updates to any Schedule that has been rendered inaccurate or incomplete since the date of this Agreement solely as a result of matters or events first occurring after such date as necessary to complete or correct any disclosure set forth information in such Schedules. The updating Party shall provide the other Party(ies) with any such supplement or amendment by written notice (each, a “Schedule Update”). If the matters identified in a Schedule Update, individually or collectively with matters identified in any particular Section other Schedule Update, constitute a Material Adverse Effect on such Party(ies), then the Party(ies) in receipt of such Schedule Update may, at any time within three Business Days following their receipt of any such Schedule Update, elect to terminate this Agreement pursuant to Article VIII. If the receiving Party does (Parties do) not so timely elect (subject to the preceding sentence with respect to the cumulative effect of matters identified in all Schedule Updates, whether prior to or subsection of after the Partnership Disclosure Schedule or Update in question), the Parent Disclosure Schedule Update shall be deemed to be an exception to (or, have amended the appropriate Schedule or Schedules as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection date of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of shall be deemed to have qualified the respective party that are applicable representations and warranties contained in this AgreementAgreement as of such date, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect cured any misrepresentation or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as breach of warranty that otherwise might have existed hereunder by reason of the entry into this Agreementexistence of such matter, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification subject to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedsucceeding sentence.

Disclosure Schedules. Each of Between the Partnership Effective Date and the Closing Date, Transferors shall use Transferors’ reasonable best efforts to promptly correct and supplement the information set forth on the Disclosure Schedules delivered by Transferors pursuant to this Agreement in order to cause such Disclosure Schedule to remain correct and complete in all respects. Transferors’ delivery to the Parent JWI Parties of any corrections or supplements shall, without further notice or action on the part of Transferors or Buyer, immediately and automatically constitute an amendment to the Disclosure Schedule to which such corrections and supplements relate; provided, however, that solely for purposes of determining whether the condition precedent pursuant to Section 7.3.(a) has been satisfied, or whether Buyer has the right to terminate this Agreement pursuant to Section 8.1), any such amendment to the Disclosure Schedule shall be arranged disregarded. (a) The information in separate parts corresponding the Disclosure Schedules constitutes: (i) exceptions to the numbered particular representations, warranties, covenants and lettered sections obligations of Transferors as set forth in this Agreement; or (ii) descriptions or lists of assets and other items referred to in this Agreement. For purposes of If there is any inconsistency between the statements in this Agreement any disclosure and those in the Disclosure Schedules (other than an exception expressly set forth as such in any particular Section or subsection of the Partnership Disclosure Schedule with respect to a specifically identified representation or warranty), the Parent statements in the Disclosure Schedule Schedules shall control. (b) The Disclosure Schedules shall be deemed to be an exception a part of this Agreement and are fully incorporated into this Agreement by reference. Any capitalized terms used in the Disclosure Schedules but not otherwise defined therein shall have the meanings ascribed to (or, as applicable, a disclosure for purposes of) such terms in this Agreement. The inclusion of any item referenced in one section or subsection of the Disclosure Schedules shall be deemed to refer to (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section section or subsection of this Agreement, Agreement and (b) any other representations, warranties, covenants, agreements section or other provisions hereof subsection of the respective party that are contained in Disclosure Schedules (and accordingly to the applicable sections or subsections of this Agreement), but in the case of this clause (b) only whether or not an explicit cross-reference appears, if the relevance applicability of that disclosure as an exception such item to (the other section or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, subsection is reasonably apparent. The mere inclusion apparent on the face of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddisclosure.

Disclosure Schedules. Each Within 30 days of the Partnership Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (i) the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule and which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the Parent time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes have 15 days following Seller’s last delivery of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership a Disclosure Schedule or Schedule Supplement, and in no event later than 45 days after the Parent Effective Date, to review all such Disclosure Schedules and Schedule Supplements; provided, however, Seller shall have the right (but not the obligation) to notify Purchaser prior to the end of such 30-day period that Seller has concluded its schedule deliveries and that Purchaser’s 15-day period shall commence the following day (such 45-day period, as the same may be shortened in accordance with the provisions of this sentence, the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements have cured any inaccuracy in or other provisions hereof breach of the respective Party that are contained in the corresponding Section any representation or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are warranty contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure including for purposes of) of the indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Schedule Supplement, to terminate this Agreement by the end of the Schedule Review Period. From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule as an exception to a representation or warranty Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect cured any inaccuracy in or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as breach of the entry into any representation or warranty contained in this Agreement, and no amendments including for purposes of the indemnification or modifications thereto termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be made without the written consent of Parent (in the case of an amendment or modification deemed to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification have irrevocably waived any right to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terminate this Agreement that is not so consented with respect to such matter and, further, shall be disregardedhave irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Each of the Partnership (a) The Seller Disclosure Schedule Schedules and the Parent Purchaser Disclosure Schedule Schedules, and all schedules attached thereto, and all Exhibits attached to this Agreement shall be arranged in separate parts corresponding construed with and as an integral part of this Agreement to the numbered and lettered sections same extent as if the same had been set forth verbatim herein. Any capitalized terms used in any Exhibit or in the Seller Disclosure Schedules or the Purchaser Disclosure Schedules but not otherwise defined therein shall be defined as set forth in this Agreement. For purposes of this Agreement any Any information, item or other disclosure set forth in any particular Section or subsection of the Partnership Seller Disclosure Schedule Schedules or the Parent Purchaser Disclosure Schedule Schedules, as the case may be, shall be deemed to be an exception disclosed with respect to any other Section of this Agreement (oror to have been set forth in any other Section of the Seller Disclosure Schedules or the Purchaser Disclosure Schedules, as the case may be), if the relevance of such disclosure to such other Section is reasonably apparent on its face notwithstanding the omission of a reference or a cross-reference with respect thereto and notwithstanding any reference to a Section of the Seller Disclosure Schedules or the Purchaser Disclosure Schedules, as applicable, a disclosure for purposes ofin such Section of this Agreement. (b) (a) Prior to the representationsClosing, warranties, covenants, agreements Seller may supplement or other provisions hereof amend the Seller Disclosure Schedules to this Agreement with respect to the representations and warranties of the respective Party that are Seller contained in Article III to the corresponding Section extent that Seller becomes aware of any matter first arising after the date of this Agreement (i) which arose or subsection otherwise occurred beyond the control of Seller, and (ii) which, if existing or occurring prior to or at the date of this Agreement, would have been required to be set forth or described in such Seller Disclosure Schedules or that is otherwise necessary to correct any information in such Seller Disclosure Schedules that has been rendered inaccurate thereby (updates to which must be delivered no later than two (2) Business Days prior to the Closing Date). For the avoidance of doubt, except with respect to the definitions of “Shared Contract” and “Business Contracts,” the delivery of the supplements or amendments to the Purchaser Parties prior to the Closing Date shall not have the effect of curing any breach of any representations and warranties of this Agreement arising out of or relating to any information disclosed in such amendments or supplements provided pursuant to this Section 11.2(b). Notwithstanding the foregoing, Section 1.1(h), Section 2.4(a), Section 3.19(a) and Section 3.19(b) of the Seller Disclosure Schedules shall be supplemented or amended according to the schedules set forth in Section 1.1(h), Section 2.4(a), Section 3.19(a) and Section 3.19(b), respectively, of this Agreement. (c) Prior to the Closing, the Purchaser Parties may supplement or amend the Purchaser Disclosure Schedules to this Agreement with respect to the representations and warranties of the Purchaser Parties contained in Article IV to the extent that the Purchaser Parties become aware of any matter first arising after the date of this Agreement (i) which arose or otherwise occurred beyond the control of the Purchaser Parties, and (bii) any other representationswhich, warranties, covenants, agreements if existing or other provisions hereof occurring prior to or at the date of the respective party that are contained in this Agreement, but would have been required to be set forth or described in such Purchaser Disclosure Schedules or that is otherwise necessary to correct any information in such Purchaser Disclosure Schedules that has been rendered inaccurate thereby. For the case avoidance of doubt, the delivery of the supplements or amendments to Seller prior to the Closing Date shall not have the effect of curing any breach of any representations and warranties of this clause (b) only if the relevance Agreement arising out of that disclosure as an exception or relating to (or a disclosure for purposes of) any information disclosed in such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification supplements provided pursuant to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedulethis Section 11.2(c). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. (a) Each schedule to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) shall be considered a part hereof as if set forth herein in full. From the date hereof until the Closing Date, each of the Partnership Disclosure Parties may update their respective Schedules (but only to reflect events occurring after the date hereof), subject to the other Party’s approval rights described below (any such update, a “Schedule and Supplement”). If a Party, after having a period of five (5) Business Days to review any such Schedule Supplement proposed by another Party, determines in its reasonable discretion that it should not consummate the Parent Disclosure transactions contemplated by this Agreement because such Schedule Supplement discloses facts or circumstances having, as applicable, an MPT Material Adverse Effect or a Xxxxxxx Material Adverse Effect (individually or in the aggregate with facts or circumstances disclosed in the original Schedules or any amended or modified Schedule), then such Party may terminate this Agreement on or before the Closing by giving a written notice to the other Party (a “Termination Notice”), whereupon the other Parties shall be arranged in separate parts corresponding entitled, for a period of ten (10) Business Days after its receipt of the Termination Notice, to cure the matter that has triggered such Termination Notice. (b) Notwithstanding anything contained herein to the numbered and lettered sections set forth in this Agreement. For purposes contrary, any such Schedule Supplement after the date of this Agreement (i) shall be disregarded in all respects for purposes of determining whether any Losses exist or is indemnifiable under this Agreement and (ii) for the avoidance of doubt, shall not prejudice or otherwise affect any Party’s right to seek relief for another Party’s breach of a representation or warranty or affect the Party’s right to indemnification under Section 10.1, Section 11.1, or Section 11.2 hereof. (c) In the event that IASIS shall make any amendment, modification or supplement to any representation, warranty, covenant or related disclosure schedule in the Merger Agreement relating, directly or indirectly, to any of the Real Property or if Xxxxxxx shall otherwise have Knowledge that any of the representations and warranties of the IASIS Parties contained in the Realty Agreement (without giving effect to any limitation as to “materiality”, “Material Adverse Effect”, or similar terms set forth in therein) do not remain true and correct for any particular Section or subsection reason, then Xxxxxxx shall immediately notify the MPT Parties of the Partnership Disclosure Schedule same and make any necessary updates to the disclosure schedules to the Realty Agreement (any such update, a “Realty Agreement Supplement”). If the MPT Parties, after having a period of five (5) Business Days to review any such Realty Agreement Supplement proposed by Xxxxxxx, determines in the MPT Parties’ reasonable discretion that the MPT Parties should not consummate the transactions contemplated by this Agreement because such Realty Agreement Supplement discloses facts or the Parent Disclosure Schedule shall be deemed to be an exception to (orcircumstances having, as applicable, a disclosure “Xxxxxxx Material Adverse Effect” (individually or in the aggregate with facts or circumstances disclosed in the original schedules to the Realty Agreement or any amended or modified schedule to the Realty Agreement), then such Party may terminate this Agreement on or before the Closing by giving a Termination Notice, whereupon the other Parties shall be entitled, for purposes ofa period of ten (10) (a) the representations, warranties, covenants, agreements or other provisions hereof Business Days after its receipt of the respective Party Termination Notice, to cure the matter that are has triggered such Termination Notice. (d) In the event that IASIS shall make any amendment, modification or supplement to any representation, warranty, covenant or related disclosure schedule in the Purchase Agreement relating, directly or indirectly, to any of the Real Property or if the MPT Parties shall otherwise have Knowledge that any of the representations and warranties of the IASIS Parties contained in the corresponding Section or subsection of this AgreementPurchase Agreement (without giving effect to any limitation as to “materiality”, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent “Material Adverse Effect”, or similar terms set forth therein) do not remain true and correct for any reason, then the MPT Parties shall immediately notify Xxxxxxx of the same and make any necessary updates to the disclosure schedules to the Purchase Agreement (any such update, a “Purchase Agreement Supplement”). If Xxxxxxx, after having a period of five (5) Business Days to review any such Purchase Agreement Supplement proposed by the MPT Parties, determines in Xxxxxxx’x reasonable discretion that Xxxxxxx should not consummate the transactions contemplated by this Agreement because such Purchase Agreement Supplement discloses facts or circumstances having, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule , an “MPT Material Adverse Effect” (individually or in the aggregate with facts or circumstances disclosed in the original schedules to the Purchase Agreement or any amended or modified schedule to the Purchase Agreement), then such Party may terminate this Agreement on or before the Closing by giving a Termination Notice, whereupon the other Parties shall each be delivered as entitled, for a period of ten (10) Business Days after its receipt of the entry into this AgreementTermination Notice, and no amendments or modifications thereto shall be made without to cure the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement matter that is not so consented to shall be disregardedhas triggered such Termination Notice.

Disclosure Schedules. Contemporaneously with the execution and delivery of this Agreement, Seller shall deliver to Purchaser, and Purchaser shall deliver to Seller, the disclosure schedules referred to in this Agreement respectively as "Seller's Disclosure Schedule" and "Purchaser's Disclosure Schedule". Each of Seller and Purchaser shall have the Partnership right to amend or supplement Seller's Disclosure Schedule or Purchaser's Disclosure Schedule, as the case may be, from time to time in writing prior to the Initial Closing by written notice to the other; provided, that in the event any such amendment or supplement is delivered within five (5) Business Days of the then scheduled Initial Closing Date, the Initial Closing Date shall be delayed by the number of days necessary to provide the non-disclosing party with the five (5) Business Day termination period set forth in the following sentence unless the non-disclosing party waives such extension pursuant to Section 11.8. Within five (5) Business Days after notice is given to Purchaser or Seller, as the case may be, pursuant to the preceding sentence, each of Purchaser and Seller shall have the Parent right, by providing written notice to the other, to terminate this Agreement solely in the event that the amendments and supplements to Seller's Disclosure Schedule or Purchaser's Disclosure Schedule, as the case may be, disclosed through such date, shall have disclosed, individually or in the aggregate, matters or information of a kind and nature that, if disclosed as new matters or information under Section 6.1(a) or 6.2(a), as the case may be, would entitle Purchaser or Seller, as the case may be, to have the right to not consummate the Transactions, without giving effect to clause (ii) of the second sentence of Section 6.1(a) and clause (ii) of the second sentence of Section 6.2(a), as applicable (a "Material Disclosure"). If the amendments and supplements to Seller's Disclosure Schedule or Purchaser's Disclosure Schedule, as the case may be, made pursuant to this Section 5.7 relate to or result from any facts or circumstances that were not disclosed on the date of this Agreement due to the error of the disclosing party, the disclosing party, to the extent required pursuant to Article IX, shall remain liable (subject to the limitations set forth in Article IX) to the other party for any Losses that result from the information and matters disclosed in such amendments or supplements to the applicable disclosure schedule; provided, that if the disclosing party discloses matters or information of a kind and nature that would constitute, individually or in the aggregate as of the applicable disclosure date, a Material Disclosure, the disclosing party shall not be liable in any respect for such breach if the other party does not terminate this Agreement pursuant to the foregoing sentence. If the amendments and supplements to Seller's Disclosure Schedule or Purchaser's Disclosure Schedule made pursuant to this Section 5.7 relate to or result from any facts or circumstances, the failure of which to disclose as of the date of this Agreement was not due to the error of the disclosing party, Seller's Disclosure Schedule or Purchaser's Disclosure Schedule, as the case may be, shall be deemed to be amended and supplemented, as of the date of this Agreement and for all purposes under this Agreement (including, without limitation, Section 6.1(a), Section 6.2(a) and Article IX) by the written notice provided by Seller or Purchaser, as the case may be, unless the other party terminates this Agreement pursuant to the third sentence of this Section 5.7; provided, that (i) if such amendments and supplements disclose facts or circumstances that in the aggregate constitute Losses in excess of $10,000,000 but less than $20,000,000 (excluding any Loss related to a Material Disclosure), then the Recovery Threshold in Section 9.4(c) shall be reduced by one hundred percent (100%) of the amount of such excess, and (ii) if such amendments and supplements disclose facts or circumstances that in the aggregate constitute Losses of at least $20,000,000 but less than $30,000,000 (excluding any Loss related to a Material Disclosure) then the Recovery Threshold in Section 9.4(c) shall be reduced by fifty percent (50%) of such excess (plus the $10,000,000 reduction that would be required pursuant to the immediately preceding clause (i)). By way of example only, if Seller discloses three new separate facts or circumstances, each constituting Losses of $6,000,000 at three separate Project Partnerships, and one new fact or circumstance constituting a Loss of $11,000,000 at a fourth Project Partnership (in each case not disclosed due to the error of Seller), and Purchaser does not terminate this Agreement pursuant to this Section 5.7 on account of the aforesaid $11,000,000 Loss, Seller's Disclosure Schedule shall automatically be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For updated for all purposes of this Agreement any disclosure set forth in any particular for, and with respect to, the $11,000,000 Loss (as Purchaser could have chosen to terminate this Agreement due to such Loss but decided to consummate the Transactions despite its ability to terminate this Agreement pursuant to this Section or subsection of the Partnership Disclosure Schedule or the Parent 5.7) and Seller's Disclosure Schedule shall be deemed updated with respect to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof all $18,000,000 worth of the respective Party that are contained remaining Losses, with $8,000,000 of such remaining Losses applied to reduce the Recovery Threshold in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule9.4(c). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each Within 30 days of the Partnership Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (i) the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule and which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the Parent time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall be arranged have a period that ends on September 16, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership a Disclosure Schedule or Schedule Supplement during the Parent Disclosure Schedule Review Period shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements have cured any inaccuracy in or other provisions hereof breach of the respective Party that are contained in the corresponding Section any representation or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are warranty contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure including for purposes of) of the indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Schedule Supplement, to terminate this Agreement by the end of the Schedule Review Period. From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule as an exception to a representation or warranty Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect cured any inaccuracy in or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as breach of the entry into any representation or warranty contained in this Agreement, and no amendments including for purposes of the indemnification or modifications thereto termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be made without the written consent of Parent (in the case of an amendment or modification deemed to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification have irrevocably waived any right to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terminate this Agreement that is not so consented with respect to such matter and, further, shall be disregardedhave irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Each (a) The purpose of the Partnership Disclosure Schedule Schedules is to set out the qualifications, exceptions and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth other information called for in this Agreement. For purposes of this Agreement The Parties acknowledge and agree that the Disclosure Schedules and the information and disclosures contained in them do not constitute or imply, and will not be construed as: (1) any disclosure representation or warranty which is not expressly set forth in the body of this Agreement; (2) an admission of any particular Section liability or subsection obligation of Seller; (3) an admission that the information is material or is required to be disclosed; (4) a standard of materiality, a standard for what is or is not in the Ordinary Course of Business, or any other standard contrary to the standards expressly set forth in the body of this Agreement; or (5) an expansion of the Partnership Disclosure Schedule scope or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) effect of any of the representations, warranties, covenants, agreements warranties or other provisions hereof of the respective Party that are contained covenants expressly set forth in the corresponding Section or subsection body of this Agreement, and . (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but Nothing in the case of this clause (b) only if the relevance of that disclosure as an exception Disclosure Schedules will be deemed adequate to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as disclose an exception to a representation or warranty Seller made in this Agreement unless such disclosure is reasonably clear in identifying the applicable exception. The disclosures in any section or subsection of the Disclosure Schedules shall qualify other sections and subsections in Article 5 of the Agreement, provided, that it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. Providing a copy, or uploading a copy to the Data Room, of a document or other item will not be deemed adequate to disclose an admission that exception to a representation or warranty made in this Agreement (unless such representation or warranty has to do with the existence of the document or other item represents a material factitself). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall have the right and obligation to amend and supplement any Section to the Disclosures Schedules to this Agreement without the Purchaser’s consent from time to time until the Closing with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or described in such Sections of the Disclosure Schedules. Any disclosure in any such supplement or amendment shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the Closing Date (the “Amending Disclosures”). With respect to any Amending Disclosure, Purchaser may not refuse to close unless an event or circumstance or that matter disclosed in such item Amending Disclosure has had, or would could be reasonably be expected to have have, a Partnership Material Adverse Effect on the Business the Purchased Assets, or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as the ability of the entry into Parties to consummate the Transactions on a timely basis, in which case, Purchaser may terminate this AgreementAgreement pursuant to Section 9.4. If Purchaser has the right to terminate this Agreement due to an Amending Disclosure but does not elect to do so, and no amendments or modifications thereto then Purchaser shall be made without the written consent of Parent (in the case of an amendment or modification deemed to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification have irrevocably waived any right to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terminate this Agreement that is not so consented with respect to shall be disregardedsuch Amending Disclosure and its right to indemnification under Article 7 with respect to such Amending Disclosure.

Disclosure Schedules. Each (a) The headings, if any, of the Partnership individual sections of the Disclosure Schedule Schedules are inserted for convenience of reference only, and the Parent Disclosure Schedule shall will not be arranged in separate parts corresponding deemed to the numbered and lettered sections set forth in constitute a part thereof or of this Agreement. For purposes of The Disclosure Schedules are arranged in sections corresponding to those contained in this Agreement any merely for convenience, and the disclosure set forth of an item in any particular Section or subsection one section of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be Schedules as an exception to (orany particular representation, warranty, covenant or agreement will be deemed adequately disclosed as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any an exception with respect to all other representations, warranties, covenants, covenants and agreements or other provisions hereof of to the respective party extent that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception such item to (or a disclosure for purposes of) such other representations, warranties, covenants, covenants and agreements and other provisions hereof, is reasonably apparentapparent on its face (notwithstanding the presence or absence of a section number of the Disclosure Schedules that corresponds to the section number of such other representations, warranties, covenants and agreements or a cross-reference thereto). The mere inclusion of an item in on the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall Schedules will not be deemed an admission that or acknowledgment, in and of itself, and exclusively by virtue of the inclusion of such item on the Disclosure Schedules, that (i) such item is required to be listed on the Disclosure Schedules, (ii) such item, or any non-disclosed item or information of comparable or greater significance, represents a material exception or fact, event event, or circumstance or that circumstance, (iii) such item has had, or would reasonably be is expected to have result in, a Partnership Company Material Adverse Effect or Parent a Seller Material Adverse Effect, as or (iv) such item actually constitutes noncompliance with, or a violation of, any applicable Law, Permit or Material Contract, or other topic to which such disclosure is applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as . (b) From the date hereof until the earlier to occur of the entry into Closing or the termination of this Agreement in accordance with Section 9.1 (Termination), the Seller will be entitled to disclose to the Buyer in writing, in good faith and in reasonable detail based on the facts known at the time and specifically identified as for the purpose of updating the Disclosure Schedules, any inaccuracy or breach of the representations and warranties contained in ARTICLE III and ARTICLE IV hereof to the extent (a) arising out of facts or circumstances occurring after the date hereof (but not to the extent arising out of facts and circumstances occurring on or prior to the date hereof, even if the Seller first obtains knowledge of such events after the date hereof) and (b) not resulting from a breach of any of the Company’s obligations set forth in Section 6.1 (Conduct of Business Prior to Closing) hereof; and, for all purposes of this Agreement, such disclosures will amend and no amendments or modifications thereto shall be made without supplement the written consent of Parent (in the case of an amendment or modification Disclosure Schedules delivered to the Partnership Disclosure Schedule) Buyer on the date hereof (the “Updated Schedules”); provided, that upon delivery of any such Updated Schedule to the Buyer, and solely to the extent the matters disclosed in such Updated Schedule have a material and non-beneficial impact on the Company or the Partnership Company Properties as a whole, the Buyer may deliver written notice (in the case of an amendment or modification “Update Termination Notice”) to the Parent Disclosure ScheduleSeller within three (3) Business Days of receipt of such Updated Schedule of its election to terminate this Agreement (an “Update Termination Event”). Any purported update or modification If the Buyer fails to deliver to the Partnership Disclosure Seller an Update Termination Notice within the three (3) Business Day period following receipt of any Updated Schedules, the Buyer will be deemed (i) to have waived its right to deliver an Update Termination Notice with respect to the disclosure set forth on the Updated Schedule or (and only with respect to such disclosure), which disclosure and Updated Schedule, accordingly, will not constitute an Update Termination Event, and (ii) to have accepted such Updated Schedule and to have waived any indemnification rights with respect to the Parent Disclosure contents of such Updated Schedule after the entry into under this Agreement that is not so consented to shall be disregardedAgreement.

Disclosure Schedules. Each of the Partnership The Disclosure Schedule and the Parent Disclosure Schedule Schedules shall be arranged in separate parts corresponding to the numbered and lettered sections set forth and subsections contained in this Agreement. For purposes of this Agreement any disclosure set forth , and the information disclosed in any particular Section numbered or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule lettered part shall be deemed to be an exception relate to (or, as applicable, a disclosure for purposes of) (a) and to qualify only the representations, warranties, covenants, agreements particular representation or other provisions hereof of the respective Party that are contained warranty set forth in the corresponding Section numbered or lettered section or subsection of this Agreement, and except to the extent that (a) such information is explicitly cross-referenced in another part of the Disclosure Schedules, or (b) any other representations, warranties, covenants, agreements or other provisions hereof it is reasonably apparent on the face of the respective party disclosure (without reference to any document referred to therein) that are contained such information qualifies another representation and warranty in this Agreement, but in the case of this . Except as contemplated by clause (b) only if of the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representationsforegoing sentence, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item nothing in the Partnership Disclosure Schedule or Parent Disclosure Schedule as Schedules shall be deemed adequate to disclose an exception to a representation or warranty shall made in this Agreement unless the applicable part of the Disclosure Schedules identifies the exception with reasonable particularity. The mere listing of a document or other item in, or attachment of a copy thereof to, the Disclosure Schedules will not be deemed adequate to disclose an admission exception to a representation or warranty made in this Agreement (unless the representation or warranty pertains directly to the existence of the document or other item itself). The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or exhibits is not intended to imply that such item represents a material fact, event or circumstance or that such item has hadthe amounts, or would reasonably higher or lower amounts, or the items so included, or other items, are or are not required to be expected disclosed (including whether such amounts or items are required to have be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules, or exhibits in any dispute or controversy between the parties hereto as whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside the ordinary course of business for purposes of this Agreement. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablesimilar nature. The Partnership information contained in this Agreement, in the Disclosure Schedule Schedules, and Parent Disclosure Schedule shall each be delivered as exhibits hereto is disclosed solely for purposes of the entry into this Agreement, and no amendments information contained herein or modifications thereto therein shall be made without the written consent deemed to be an admission by any party hereto to any third-party of Parent any matter whatsoever (in the case including any violation of an amendment Requirement of Law or modification to the Partnership Disclosure Schedule) or the Partnership (in the case breach of an amendment or modification to the Parent Disclosure ScheduleContract). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership (a) The Seller Disclosure Schedule and the Parent Buyers Disclosure Schedule shall be arranged in separate referred to herein and delivered pursuant to and attached to this Agreement (collectively, “Disclosure Schedules”) are integral parts corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of The Company is responsible for preparing and arranging the Partnership Seller Disclosure Schedule or and Buyers are responsible for preparing and arranging the Parent Buyers Disclosure Schedule. Nothing in a Disclosure Schedule shall be deemed adequate to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as disclose an exception to a representation or warranty made herein, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail, including by explicit cross-reference to another Disclosure Schedule to this Agreement. Without limiting the generality of the foregoing, the mere listing, or inclusion of a copy, of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein, unless the representation or warranty is being made as to the existence of the document or other item itself. The inclusion of any information in the Disclosure Schedules will not be deemed an admission or acknowledgement to any third party that such item represents a material fact, event or circumstance information is required to be listed in the Disclosure Schedules or that such items are material. The disclosure of any item has hadin one section of the Disclosure Schedules as an exception to a particular representation or warranty will be deemed adequately disclosed as an exception with respect to all other representations and warranties to the extent that the relevance of such item to such other representations or warranties is reasonably apparent on its face, notwithstanding the presence or absence of an appropriate cross-reference thereto. (b) From time to time prior to the Closing Date, Seller shall supplement, or amend and deliver updates to the Seller Disclosure Schedule (each a “Schedule Update”) that are necessary to complete, update or correct any information in such Seller Disclosure Schedule, or in any representation or warranty of Seller that has been rendered inaccurate since the date of this Agreement. Notwithstanding the foregoing, a Schedule Update shall not be given effect for the purpose of determining whether the condition of Closing in Section 7.02(a) has been satisfied and shall not limit Buyers’ termination right set forth in Section 9.01(b)(i); provided however, that in the event any Schedule Update would reasonably result in Buyers’ condition to Closing set forth in Section 7.02(a) to not be expected met and Buyers choose to consummate the transactions, Buyers shall be deemed to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure irrevocably waived any right to indemnification pursuant to Article VIII with respect to such Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedUpdate.

Disclosure Schedules. Each of (a) The information in the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be Schedules is arranged in separate parts paragraphs corresponding to the numbered and lettered sections set forth contained in this Agreement. For purposes Agreement and the disclosures in any section of the Disclosure Schedules shall be responsive to or list exceptions to the particular paragraph of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule listed and shall also be deemed to be disclosed and incorporated in all other sections of the Disclosure Schedules where the relevance of such disclosure is reasonably apparent from the text of the disclosure. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Schedules (other than an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained expressly set forth in the corresponding Section Disclosure Schedules with respect to a specifically identified representation or subsection warranty), the statements in this Agreement will control. (b) At any time prior to 7 days prior to the Closing Date, Sellers shall be entitled to deliver to LifePoint Sub updates to the Disclosure Schedules, provided that (i) such updates are clearly marked as such, (ii) any changes to the original Disclosure Schedules are clearly identified, and (iii) any changes to the original Disclosure Schedules relate only to items or events occurring after the date of this Agreement or items or events of which Sellers only becomes aware after the date of this Agreement. If such updates to the Disclosure Schedules reflect, and (b) any other representationsindividually or in the aggregate, warranties, covenants, agreements matters that are or other provisions hereof may be materially adverse to the business or operations of the respective party Facilities or the Assets or otherwise negatively and materially impact the financial terms of the transactions contemplated by this Agreement from the perspective of Sellers, LifePoint Sub or the Joint Venture, LifePoint Sub shall have the right, but not the obligation, to terminate the Agreement pursuant to Section 9.3. In the event LifePoint Sub does not have the right to terminate this Agreement or elects not to terminate this Agreement as a result of an update to the Disclosure Schedules and consummates the transaction contemplated hereby, the updated or substitute Disclosure Schedules shall replace, in whole or in part as the case may be, the Disclosure Schedules previously delivered hereunder for all purposes and will be deemed to have cured any misrepresentation or breach of warranty that are otherwise might have existed hereunder prior to such update as a result of the failure to disclose the matters now included in the updated Disclosure Schedules. Notwithstanding anything contained herein to the contrary, nothing in this AgreementSection 11.19(b) shall in any way restrict, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (modify or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) eliminate LifePoint Sub’s or the Partnership (in the case of an amendment or modification Joint Venture’s right to the Parent Disclosure Schedulebring a claim pursuant to Sections 10.1(b) and 10.1(c). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership Non-Oak Sellers Disclosure Schedule and Schedule, the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Oak Disclosure Schedule and Parent Disclosure Schedule shall (collectively, the “Disclosure Schedules”) has been arranged in sections corresponding to each be delivered as representation and warranty set forth in Article III, Article IV and Article V, respectively. The disclosure in any section of the entry into Non-Oak Sellers Disclosure Schedule shall qualify the corresponding section in this Agreement, Agreement and no amendments such other sections of this Agreement as may be reasonably apparent on its face from such disclosure that it is applicable to another section of the Disclosure Schedules or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership extent disclosure in any section of the Non-Oak Sellers Disclosure Schedule) Schedule is specifically cross-referenced in another section of the Disclosure Schedules. The disclosure in any section of the Oak Disclosure Schedule shall qualify the corresponding section in this Agreement and such other sections of this Agreement as may be reasonably apparent on its face from such disclosure that it is applicable to another section of the Disclosure Schedules or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to extent disclosure in any section of the Partnership Oak Disclosure Schedule or is specifically cross-referenced in another section of the Disclosure Schedules. The disclosure in any section of the Parent Disclosure Schedule after shall qualify the entry into corresponding section in this Agreement and such other sections of this Agreement as may be reasonably apparent on its face from such disclosure that it is applicable to another section of the Disclosure Schedules or to the extent disclosure in any section of the Parent Disclosure Schedule is specifically cross-referenced in another section of the Disclosure Schedules. Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not so consented material for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall be disregardeduse the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement. To the extent that there is any discrepancy between the description of an item or matter disclosed in any of the Disclosure Schedules and the corresponding Data Room Reference number on the Disclosure Schedules, the description of the item or matter shall control.

Disclosure Schedules. Each (a) The information in the Schedules attached constitute (i) exceptions to particular representations, warranties, covenants and obligations of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections Seller as set forth in this Agreement, or (ii) descriptions or lists of assets and liabilities and other items referred to in this Agreement. For purposes If there is any inconsistency between the statements in this Agreement and those in such Schedules (other than an exception expressly set forth in such Schedules with respect to a specifically identified representation or warranty), the statements in this Agreement will control. The statements in the Schedules refer only to the provisions in the Section of this Agreement to which they expressly relate and not to any disclosure other provision in this Agreement. (b) At any time prior to ten (10) days prior to the Closing Date, Seller shall be entitled to deliver to Buyer updates to the Schedules, provided that (i) such updates are clearly marked as such, (ii) any changes to the original Schedules are clearly identified, and (iii) any changes to the original Schedules relate only to items or events occurring after the date of this Agreement. The delivery by Seller of updated or substitute Schedules shall not prejudice any rights of Buyer or any other Buyer Indemnified Party under this Agreement, including the right to claim that the representations and warranties of Seller were or are untrue as of the applicable date. If such updates to the Schedules reflect, individually or in the aggregate, matters that are or may be material to the business or operations of the Businesses or the Assets or otherwise negatively impact the financial terms of the transactions contemplated by this Agreement from the perspective of Buyer, Buyer shall have the option to terminate the Agreement pursuant to Section 9.3. In the event Buyer elects not to terminate this Agreement as a result of an update to the Schedules and elects to consummate the transaction contemplated hereby, the updated or substitute Schedules shall replace, in whole or in part as the case may be, the Schedules previously delivered hereunder for all purposes. Notwithstanding the foregoing, nothing contained in this Section 11.20(b) shall in any way limit the condition set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded7.16.

Disclosure Schedules. Each All schedules referenced herein and attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of the Partnership this Agreement as though completely set forth herein. The Disclosure Schedule and the Parent Disclosure Schedule shall be Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedules referenced by a particular section or subsection in the Disclosure Schedules will be deemed to have been disclosed with respect to every other section and lettered sections subsection in this Agreement if the relevance of such disclosure to such other section or subsection is readily apparent on its face. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not (a) be used as a basis for interpreting the term “material” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Emmis’ or Xxxxxxxx’x representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated hereby requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by Emmis or Xxxxxxxx that such item meets any or all of the criteria set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained inclusion in the corresponding Section Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or subsection violation of this Agreement, any Contract or Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and (b) any other representations, warranties, covenants, agreements or other provisions hereof of not otherwise defined therein have the respective party that are contained meanings given to them in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership 12.11.1. The RBPI Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent BMBC Disclosure Schedule shall be deemed to part of this Agreement and are fully incorporated into this Agreement by reference. Any reference in a particular section or subsection of either the RBPI Disclosure Schedule or the BMBC Disclosure Schedule shall only be deemed a reference to, an exception to or a modification of (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, representations and warranties or covenants, agreements or other provisions hereof as applicable, of the respective Party relevant party that are contained in the corresponding Section section or subsection of this Agreement, and (b) any other section or subsection of the RBPI Disclosure Schedule or the BMBC Disclosure Schedule, as applicable (and accordingly any other representations, warranties, covenants, agreements warranties or other provisions hereof covenants of the respective such party that are contained in the corresponding section or subsection of this Agreement), but in the case of this clause (b) only if the relevance of that disclosure reference as an exception to or a modification of (or a disclosure for purposes of) such representations, warrantieswarranties and covenants of the relevant party, covenantswhether or not an explicit cross-reference appears, agreements and to such other provisions hereof, section or subsection is reasonably apparentapparent on the face of such disclosure. The mere inclusion of an item Nothing in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership RBPI Disclosure Schedule or the Parent BMBC Disclosure Schedule shall be deemed adequate to disclose an exception to or a modification of a representation or a warranty unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. 12.11.2. During the period from the date of this Agreement to the Effective Time, each party will promptly notify the other party in writing of any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedule to Article 4 or Article 5, as applicable, or which is necessary to correct any information in its Disclosure Schedule that has been rendered materially inaccurate thereby. Each such notice shall include, or be accompanied by, a proposed supplement or amendment to such Party’s Disclosure Schedule regarding such matter (a “Schedule Supplement”). Each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend RBPI Disclosure Schedule or BMBC Disclosure Schedule, as applicable, as of the date of this Agreement and the Closing Date; provided, however, that if the matter which is the subject of the Schedule Supplement constitutes or relates to something that could provide BMBC with a right to terminate this Agreement in accordance with Section 11.1.4 and BMBC does not elect to terminate this Agreement prior to the earlier of (i) five (5) Business Days after the entry into expiration of the applicable cure period and (ii) the Termination Date, then BMBC shall be deemed to have irrevocably waived any right to terminate this Agreement that is not so consented to on account of such matter. No investigation by a party or its representatives shall be disregardeddeemed to modify or waive any representation, warranty, covenant or agreement of the other party or its subsidiary bank set forth in this Agreement, or the conditions to the respective obligations of BMBC and RBPI to consummate the transactions contemplated hereby.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. For purposes The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by Buyer, MergerCo or the Company, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any disclosure set forth liability of, or concession as to any defense available to, Buyer, MergerCo, the Company, the Surviving Corporation or the Stockholders’ Representative on behalf of the Common Equity Holders and Rollover Holders, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to (orinclude such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, as applicable, a disclosure for purposes of) (a) the representationsCompany shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which occurred or existed at or prior to the date hereof, warrantiesand (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, covenants, agreements where such deficiency or other provisions hereof inaccuracy would cause a failure of the respective Party that are contained any condition set forth in the corresponding Section 8.1 or subsection of this AgreementSection 8.2, and (b) the Company may amend and/or supplement the Schedules with respect to any other representationsmatter that, warrantiesif existing or occurring at or prior to the date hereof, covenants, agreements would have been required to be set forth or other provisions hereof of the respective party described on such a Schedule or that are is necessary to complete or correct any information in any representation or warranty contained in this AgreementArticle IV (any such amendment or supplement, but a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in the case any Schedule Supplement shall be deemed to cure any breach or inaccuracy of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the Buyer or be considered for purposes of establishing whether or not be deemed an admission that such item represents a material fact, event the closing conditions set forth in Section 8.1 or circumstance or that such item has had, or would reasonably be expected to Section 8.2 have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedbeen satisfied.

Disclosure Schedules. Each The representations and warranties of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections Selling Parties set forth in this AgreementAgreement are made and given subject to the disclosures in the Disclosure Schedules. For The Selling Parties will not be, nor will they be deemed to be, in breach of any such representations or warranties in respect of any such matter so disclosed in the Disclosure Schedules, provided that, for the avoidance of doubt, matters disclosed in the Disclosures Schedules shall not in any way limit Buyer Indemnities’ rights for Damages with respect to Specific Indemnities Matters under the non-obstante proviso in Section 7.7(a). Neither the specifications of any dollar / INR amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included in the Disclosure Schedule or other items, are or are not material, except where any representation, warranty or covenant or the Disclosure Schedule expressly states as such (except where it is expressly stated as such), and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material for purposes of this Agreement except where any disclosure representation, warranty or covenant or the Disclosure Schedule expressly states as such. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business except where any representation, warranty or covenant or the Disclosure Schedule expressly states as such, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement except where any representation, warranty or covenant or the Disclosure Schedule expressly states as such. Inclusion of information in the Disclosure Schedules will not be construed as an admission that such information is material to the business, operations of condition (financial or otherwise) of the Acquired Business or the Company and Amtran, in whole or in part, or as an admission of Liability or obligation of any Seller to any third Person. The specific disclosures set forth in the Disclosure Schedules have been organized to correspond to section references in this Agreement to which the disclosure is most likely to relate, together with appropriate cross-references when disclosure is applicable to other sections of this Agreement; provided, however, that any particular Section or subsection of disclosure in the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall Schedules will apply to and will be deemed to be an exception disclosed with respect to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or any other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of Agreement to the respective party extent that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that such disclosure as an exception to (such other section or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, subsection is reasonably apparent. The mere inclusion apparent from the face of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddisclosure.

Disclosure Schedules. Each (a) During the Interim Period, each of the Partnership Disclosure Schedule Company, the Sellers and the Parent Purchaser shall have the right, by providing one or more written supplemental disclosure schedules (“Supplemental Disclosure Schedule shall be arranged in separate parts corresponding Schedules”) to the numbered and lettered sections others, to update its disclosure schedules to disclose updates: (a) to reflect changes in the ordinary course of business first existing or occurring after the date of this Agreement, which if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth on such schedules, and (b) which updates do not result from any breach of a covenant made by such disclosing Party or its Affiliates in this Agreement. For Other than any updates permitted by the prior sentence, no Supplemental Disclosure Schedule shall affect any of the conditions to the Parties’ respective obligations under the Agreement (including for purposes of this Agreement determining satisfaction or waiver of the conditions set forth in Article IX), or any indemnification rights under Article VIII or any other remedy available to the Parties arising from a representation or warranty that was or would be inaccurate, or a warranty that would be breached, without qualification by the update. (b) For the purposes of the Company Disclosure Schedules and the Purchaser Disclosure Schedules, any information, item or other disclosure set forth in any particular Section or subsection part of such disclosure schedules (or, to the Partnership extent applicable, any Supplemental Disclosure Schedule or the Parent Disclosure Schedule Schedule) shall be deemed to be an exception to have been set forth in all other applicable parts of such disclosure schedules (or, to the extent applicable, Supplemental Disclosure Schedules) to the extent that the applicability of such disclosure to such other parts is reasonably apparent on the face of such disclosure. Inclusion of information in any disclosure schedule or Supplemental Disclosure Schedule shall not be construed as an admission by such party that such information is material to the business, properties, financial condition or results of operations of, as applicable, a the Company, the Sellers or the Purchaser or their respective Affiliates. Matters reflected in any disclosure for purposes of) (a) schedule or Supplemental Disclosure Schedule is not necessarily limited to matters required by this Agreement to be reflected therein and the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty such matters shall not be deemed an admission that such item represents a material fact, event matters were required to be reflected in such disclosure schedule or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Supplemental Disclosure Schedule) or the Partnership (in the case . Such additional matters are set forth for informational purposes only and do not necessarily include other matters of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeda similar nature.

Disclosure Schedules. Each of (a) From time to time prior to the Partnership Disclosure Schedule Closing, the Seller Parties and the Parent Buyer Parties shall have the right (but not the obligation) to supplement or amend their respective Disclosure Schedule shall be arranged in separate parts corresponding to Schedules as called for by the numbered representations and lettered sections warranties set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (orArticle III and Article IV, as applicable, a disclosure for purposes of) (a) to reflect any event, condition or circumstance first existing or arising after the representationsdate of this Agreement that, warranties, covenants, agreements or other provisions hereof if existing as of the respective Party that are contained in the corresponding Section or subsection date of this Agreement, and would have been required to be described or set forth on such Disclosure Schedule or that is necessary to correct or complete any information in such Disclosure Schedule that has been rendered inaccurate or incomplete by such subsequent event, condition or circumstance. (b) Any supplement or amendment of any other representations, warranties, covenants, agreements or other provisions hereof Disclosure Schedules of the respective party that are contained in this AgreementSeller Parties or the Buyer Parties, but in as the case of this clause (b) only if the relevance of may be, with respect to any New Event that disclosure as an exception to (or does not constitute a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Seller Material Adverse Effect or Parent a Buyer Material Adverse Effect, as applicable. The Partnership the case may be, shall be incorporated into the applicable Disclosure Schedule Schedules by reference as if disclosed on the date of this Agreement and Parent the Closing Date and the Party that is receiving such supplement or amendment shall not be entitled to any indemnity with respect to such New Event. (c) Any supplement or amendment of any Disclosure Schedule shall each be delivered as Schedules of the entry into this AgreementSeller Parties or the Buyer Parties, and no amendments as the case may be, with respect to any event, condition or modifications thereto circumstance that occurred or arose prior to the date of the Agreement (excluding any New Events) that does not constitute a Seller Material Adverse Effect or a Buyer Material Adverse Effect, as the case may be, shall be made without incorporated into the written consent applicable Disclosure Schedules by reference as if disclosed on the date of Parent this Agreement and the Closing Date, but shall not affect the right of the other Parties to seek indemnification from the Party that is supplementing or amending such Disclosure Schedules in accordance with Article VIII. (in d) In the case of an amendment or modification event that the parties agree, prior to the Partnership Disclosure Schedule) Closing, that an event, condition or circumstance of the Partnership (in Seller Parties which is the case subject of an the supplement or amendment constitutes or modification relates to something that has had a Seller Material Adverse Effect, then the Buyer Parties shall have the right to terminate this Agreement for failure to satisfy the conditions to the Parent Disclosure Schedule). Any purported update or modification Closing set forth in Section 7.2; provided, however, that if the Buyer Parties have the right to, but do not elect to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terminate this Agreement that is not so consented to within ten (10) Business Days of its receipt of such supplement or amendment, then the Buyer Parties shall be disregardeddeemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 7.2 and shall have irrevocably waived their right to indemnification under Article VIII with respect to such matter. This Section 5.7(b) will apply to supplements or amendment by the Buyer Parties mutatis mutandis.

Disclosure Schedules. Each Within 30 days of the Partnership Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (i) the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule and which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the Parent time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall be arranged have a period that ends on September 21, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership a Disclosure Schedule or Schedule Supplement during the Parent Disclosure Schedule Review Period shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements have cured any inaccuracy in or other provisions hereof breach of the respective Party that are contained in the corresponding Section any representation or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are warranty contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure including for purposes of) of the indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Schedule Supplement, to terminate this Agreement by the end of the Schedule Review Period. From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule as an exception to a representation or warranty Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect cured any inaccuracy in or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as breach of the entry into any representation or warranty contained in this Agreement, and no amendments including for purposes of the indemnification or modifications thereto termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be made without the written consent of Parent (in the case of an amendment or modification deemed to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification have irrevocably waived any right to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terminate this Agreement that is not so consented with respect to such matter and, further, shall be disregardedhave irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Each of There may be included in the Partnership Seller Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule Schedules or the Parent Purchaser Disclosure Schedule Schedules (collectively, the “Disclosure Schedules”) items and information, the disclosure of which is not required either in response to an express disclosure . 85 requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article II, Article III or Article IV or to one or more covenants contained in Article V. Inclusion of any items or information in the Disclosure Schedules shall not be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements acknowledgment or other provisions hereof of the respective Party agreement that are contained in the corresponding Section any such item or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to information (or any non-disclosed item or information of comparable or greater significance) is “material” or constitutes a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Company Material Adverse Effect or Parent Material Adverse Effectto affect the interpretation of such term for purposes of this Agreement. The Disclosure Schedules set forth items of disclosure with specific reference to the particular Section and/or subsection of this Agreement to which the items or information in such Disclosure Schedules relates; provided, however, that any information set forth in one section or subsection pertaining to the representations, warranties and covenants of the Seller Disclosure Schedules or the Purchaser Disclosure Schedules, as applicable. The Partnership Disclosure Schedule the case may be, shall be deemed to apply to each other section or subsection thereof pertaining to representations, warranties and Parent Disclosure Schedule shall each be delivered as covenants to the extent that it is reasonably apparent on its face that it is relevant to such other sections or subsections of the entry into Seller Disclosure Schedules or the Purchaser Disclosure Schedules, as the case may be. Any action taken by Seller or an Acquired Company in compliance with the covenants set forth in Sections 5.1(a)(ii) through (xvi) (including if the actions set forth in Sections 5.1(a)(ii) through (xvi) are taken with Purchaser’s prior written consent) shall be deemed to automatically update the relevant sections of the Seller Disclosure Schedules (corresponding to ARTICLE II and ARTICLE III hereof) for all purposes under this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. For purposes The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any disclosure set forth liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to (orinclude such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, as applicable, a disclosure for purposes of) (a) the representationsXxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, warrantiesand (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, covenants, agreements where such deficiency or other provisions hereof inaccuracy would cause a failure of the respective Party that are contained any condition set forth in the corresponding Section 6.1 or subsection of this AgreementSection 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other representationsmatter that, warrantiesif existing or occurring at or prior to the date hereof, covenants, agreements would have been required to be set forth or other provisions hereof of the respective party described on such a Schedule or that are is necessary to complete or correct any information in any representation or warranty contained in this Agreementany of such Schedules (any such amendment or supplement, but a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in the case any Schedule Supplement shall be deemed to cure any breach or inaccuracy of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not be deemed an admission that such item represents a material fact, event the closing conditions set forth in Section 6.1 or circumstance or that such item has had, or would reasonably be expected to Section 6.2 have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedbeen satisfied.

Disclosure Schedules. Each of (a) Seller may revise the Partnership Disclosure Schedule and the Parent Schedules by delivering revised Disclosure Schedule shall be arranged in separate parts corresponding Schedules to Buyer at least ten Business Days prior to the numbered and lettered sections Closing Date. Buyer shall have the right to review the revised Disclosure Schedules for a period of five days after receipt thereof. At any time within such five-day time period, Buyer shall have the right to terminate this Agreement by delivery of a notice to Seller if the condition set forth in this AgreementSection 8.02(a) would not be satisfied if the delivery of revised Disclosure Schedules were not permitted hereunder. For purposes This notice, if given, shall specify the information forming the basis for the decision to terminate. Seller shall have five days after receipt of such notice to review with Buyer the information forming the basis of the decision to terminate and to attempt to agree on corrective measures, if any. If the parties cannot agree on corrective measures within such five-day period, then this Agreement any disclosure set forth in any particular Section or subsection shall terminate. If this Agreement is not terminated as permitted by this Section, Buyer shall be deemed to have accepted such revisions, and the Disclosure Schedules attached to this Agreement as of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Effective Date shall be deemed to be an exception superseded by the revised Disclosure Schedules; provided that to (orthe extent that any such revised information reflects any fact, as applicableevent or occurrence that existed or occurred prior to the Effective Date, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty revised information shall not be deemed to have been given for purposes of determining whether Seller has breached any representation or warranty contained in Article 3 or 10 or determining whether Buyer or any of its Affiliates shall be entitled to indemnification in respect thereof. (b) No reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item represents a or other matter is material fact, event or circumstance or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation will be construed as an admission or indication that any such breach or violation exists or has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableactually occurred. The Partnership exceptions, modifications, descriptions and disclosures in the Disclosure Schedule are made for all relevant purposes of this Agreement and Parent Disclosure Schedule shall each be are exceptions by Seller to all representations and warranties set forth in this Agreement or in any instrument delivered as under this Agreement to the extent readily apparent from a reasonable reading of the entry into Disclosure Schedules and such other sections of the Agreement that such disclosure is also applicable to other sections of the Agreement, notwithstanding any section references contained therein. The parties acknowledge and agree that (i) the Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of Buyer and (ii) the disclosure by Seller of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material. (c) Unless otherwise defined in the Disclosure Schedules, all capitalized terms used in the Disclosure Schedules will have the meanings ascribed to them in this Agreement, . The attachments to the Disclosure Schedules form an integral part of the Disclosure Schedules and no amendments or modifications thereto shall be made without the written consent of Parent (are incorporated by reference for all purposes as if set forth fully in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedSchedules.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) PURO and the representationsPURO Members shall be entitled to deliver the Disclosure Schedules at any time on or prior to January 15, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained 2023. All section headings in the corresponding Section or subsection Disclosure Schedules correspond to the sections of this Agreement, and (b) the disclosure in any portion of the Disclosure Schedules will qualify the corresponding section of this Agreement and any other representationsprovision of this Agreement to which it is reasonably apparent on its face that such disclosure relates, warrantiesnotwithstanding the lack of any schedule reference. Unless the context otherwise requires, covenants, agreements or other provisions hereof of all capitalized terms used in the Disclosure Schedules shall have the respective party that are contained meanings assigned to such terms in this Agreement, but . Certain information set forth in the case Disclosure Schedules is included solely for informational purposes, and may not be required to be disclosed pursuant to this Agreement. No reference to or disclosure of this clause (b) only if any item or other matter in the relevance of that disclosure Disclosure Schedules shall be construed as an exception admission or indication that such item or other matter is required to (be referred to or a disclosure for purposes of) such representations, warranties, covenants, agreements disclosed in the Disclosure Schedules. It is understood and other provisions hereof, is reasonably apparent. The mere agreed that neither the specifications of any dollar amount in this Agreement nor the inclusion of an any specific item in the Partnership Disclosure Schedule Schedules is intended to imply that such amounts or Parent higher or lower amounts, or the items so included or other items, are or are not material, and no party shall use the fact of setting of such amounts or the fact of the inclusion of such item in the Disclosure Schedule Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter is or is not material for purposes hereof, except as it relates to the disclosure of that item in response to any representation or warranty. In no event will the mere listing in the Disclosure Schedules of a document or other item alone be deemed adequate to disclose an exception to a representation or warranty in this Agreement unless the representation or warranty has to do with the existence of the document or other item itself. No disclosure in the Disclosure Schedules shall not be deemed an admission that such item represents a material to create any rights in any third party. (b) Notwithstanding Section 11.17(a) above, during the Pre-Closing Period, at any time after January 6, 2023, PURO may deliver, supplement or amend the Disclosure Schedules with respect to any fact, event or event, occurrence, circumstance or development that arose prior to signing or arises during the Pre-Closing Period and would render untrue any representation or warranty made by PURO or the PURO Members herein. If any such item has haddelivery, supplement or would reasonably amendment triggers a right of Parent to terminate this Agreement pursuant to Article 9, and Parent does not exercise its right to terminate this Agreement within six (6) Business Days after delivery of such supplement or amendment, then such supplement or amendment shall be expected deemed to have a Partnership Material Adverse Effect amended the Disclosure Schedules, to have modified the representations and warranties contained herein by PURO or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule the PURO Members and Parent Disclosure Schedule shall each be delivered as to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the entry into fact, event, circumstance, occurrence or development. If any such supplement or amendment does not trigger a right of Parent to terminate this AgreementAgreement pursuant to Article 9, and no amendments then such supplement or modifications thereto amendment shall be made without deemed to have amended the written consent Disclosure Schedules, to have modified the representations and warranties of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) PURO or the Partnership (PURO Members herein and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the fact, event, circumstance, occurrence or development in respect of the case closing conditions set forth in Section 8.2(a) and in respect of an amendment or modification rights to the Parent Disclosure Schedule). Any purported update or modification indemnification pursuant to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedArticle 10.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding On or prior to the numbered date hereof, United has delivered to Piedmont a schedule and lettered sections set forth Piedmont has delivered to United a schedule (respectively, its “Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in this Agreement. For purposes of this Agreement any response to an express disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are requirement contained in the corresponding Section a provision hereof or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to one or more representations or warranties contained in Section 6.03 or 6.04 or to one or more of its covenants contained in Article V; provided that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or a disclosure for purposes ofwarranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard set forth in Section 6.02, (b) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The the mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that such item has had, or would is reasonably be expected likely to have result in a Partnership Material Adverse Effect on the party making the representation, and (c) any disclosures made with respect to a section of Article VI shall be deemed to qualify (1) any other section of Article VI specifically referenced or Parent Material Adverse Effectcross-referenced and (2) other sections of Article VI to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections. All of Piedmont’s and United’s representations, as applicable. The Partnership warranties and covenants contained in this Agreement are qualified by reference to its respective Disclosure Schedule and Parent Disclosure Schedule none thereof shall each be delivered deemed to be untrue or breached as a result of effects arising solely from actions taken in compliance with a written request of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedother party.

Disclosure Schedules. Each of (a) The disclosure schedule to this Agreement (the Partnership “Disclosure Schedule and the Parent Disclosure Schedule Schedule”) shall be arranged in separate parts Schedules corresponding to the numbered Sections, subsections and lettered sections set forth paragraphs contained herein. Nothing in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be disclose an exception to any representation or warranty made in Article III or Article V unless it describes the relevant facts in such reasonable detail as the context requires. (or, b) To the extent that any matter arises or comes into existence after the date hereof and prior to the Closing that (i) is required to be described by the Company in the Company’s Disclosure Schedule in order for the Company’s representations and warranties to be accurate at and as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in Closing as if made at and as of the corresponding Section or subsection of this AgreementClosing, and (bii) does not relate to, constitute, or arise from any other representationsBreach of any representation, warrantieswarranty, covenants, agreements covenant or other provisions hereof agreement of the respective party Company or the Key Shareholders made herein (such matter, a “Company Unanticipated Development”), then from time to time prior to the Closing, the Company may deliver to Parent in writing a proposal to amend, supplement or revise the Company’s Disclosure Schedule with respect to any such Company Unanticipated Development with a disclosure of such Company Unanticipated Development and its relevant facts in reasonable detail, together with a statement identifying which of the Company’s Disclosure Schedule such disclosure shall be deemed to amend, supplement or revise (such proposal, a “Company Proposed Supplement”). If Parent reasonably determines that are contained such Company Proposed Supplement satisfies the terms and conditions of this Section 6.17(b), such Company Proposed Supplement shall be effective for purposes of the indemnification obligations set forth in this AgreementSection 9.1(a)(i) hereof with respect to representations and warranties made at the Closing, but shall in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure no way be effective for purposes of) such representationsof amending, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule supplementing or Parent Disclosure Schedule as an exception to a revising any representation or warranty made on the date hereof, shall not be deemed an admission that such item represents a material factto cure any breach, event inaccuracy or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered misrepresentation made as of the entry into this Agreementdate hereof, and no amendments or modifications thereto shall be disregarded for purposes of Section 7.1 and Section 10.1(a)(ii) hereof. (c) To the extent that any matter arises or comes into existence after the date hereof and prior to the Closing that (i) is required to be described by Parent in Parent’s Disclosure Schedule in order for Parent’s representations and warranties to be accurate at and as of the Closing as if made without at and as of the written consent Closing, and (ii) does not relate to, constitute, or arise from any Breach of any representation, warranty, covenant or agreement of Parent made herein (in the case of an amendment or modification such matter, a “Parent Unanticipated Development”), then from time to time prior to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification Closing, Parent may deliver to the Company in writing a proposal to amend, supplement or revise the Parent’s Disclosure Schedule with respect to any such Parent Unanticipated Development with a disclosure of such Parent Unanticipated Development and its relevant facts in reasonable detail, together with a statement identifying which of Parent’s Disclosure ScheduleSchedule such disclosure shall be deemed to amend, supplement or revise (such proposal, a “Parent Proposed Supplement”). Any purported update or modification to If the Partnership Disclosure Schedule or Company reasonably determines that such Parent Proposed Supplement satisfies the terms and conditions of this Section 6.17(c), such Parent Disclosure Schedule after the entry into this Agreement that is not so consented to Proposed Supplement shall be disregardedeffective for purposes of the representations and warranties made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation or warranty made on the date hereof, shall not be deemed to cure any breach, inaccuracy or misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 10.1(a)(i) hereof.

Disclosure Schedules. Each of disclosure schedule delivered pursuant to this Agreement (each a “Schedule” and collectively, the Partnership Disclosure Schedule and the Parent Disclosure Schedule “Schedules”) shall be arranged in separate parts corresponding writing and shall qualify this Agreement to the numbered and lettered sections extent provided herein. Certain information set forth in the Schedules is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure a Schedule as an exception to a representation or warranty shall not be deemed to constitute an acknowledgment that such information is required to be disclosed against such representation or warranty nor shall such information constitute an admission by any party hereto, as applicable, that such item constitutes an item, event, circumstance or occurrence that is material to the Company or any of the Sellers or constitutes a Material Adverse Effect. Any fact or item that is disclosed in any Schedule in a way as to make its relevance or applicability to information called for by any other Schedule reasonably apparent on its face without the need for a reference or cross-reference thereto shall be deemed to be disclosed in such other Schedule, notwithstanding the omission of a reference or cross-reference thereto; provided, in no event shall the listing of items or matters in the Schedules be deemed to be a disclosure with respect to the following Sections unless such disclosure is expressly listed on the Schedule corresponding to the number of such Section: Section‎ 3.1, Section‎ 3.2, Section‎ 3.3, Section‎ 3.4, Section‎ 3.5(a), Section‎ 3.5(c), Section‎ 4.1, Section‎ 4.2 and Section‎ 4.3. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any Law, is not an admission that such breach, violation or default has occurred. Headings and subheadings have been inserted on certain Schedules for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of such Schedules. Where the terms of a contract or other item represents have been summarized or described in the Schedules, such summary or description does not purport to be a complete statement of the material factterms of such contract or other item, event and, all such summaries and descriptions are qualified in their entirety by reference to the contract or circumstance item being summarized or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicabledescribed. The Partnership Disclosure Schedule information provided in the Schedules is being provided solely for the purpose of making disclosures to the Purchaser under this Agreement. In disclosing this information, the Company and Parent Disclosure Schedule shall each be delivered as the Sellers do not waive, and expressly reserve any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the entry into this Agreement, and no amendments matters disclosed or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardeddiscussed therein.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections Except as set forth in this Agreement, the inclusion of any information (including dollar amounts) in Disclosure Schedules shall not be deemed to be an admission or acknowledgment by any Party that such information is required to be listed on such section of the relevant schedule or is material to or outside the Ordinary Course of Business of any Person. For The information contained in this Agreement, the exhibits hereto and the Disclosure Schedules is disclosed solely for purposes of this Agreement any disclosure set forth in any particular Section Agreement, and no information contained herein or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule therein shall be deemed to be an exception admission by any Party to any third party of any matter whatsoever (orincluding any violation of any Law or breach of contract). Unless the context otherwise requires, as applicable, a disclosure for purposes of) (a) all capitalized terms used in the representations, warranties, covenants, agreements or other provisions hereof of Disclosure Schedules shall have the respective Party that are contained meanings assigned in this Agreement. The Disclosure Schedules set forth items of disclosure with specific reference to the corresponding particular Section or subsection of this AgreementAgreement to which the information in the Disclosure Schedules relates; provided, however, that any information set forth in one Schedule to the Disclosure Schedules will be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face. From the Agreement Date to three (3) Business Days prior to the Closing, Sellers have the continuing obligation to (a) promptly supplement, modify, or amend the information set forth on the Disclosure Schedules with respect to any matter hereafter arising or discovered after the Agreement Date which, if existing or known at the Agreement Date, would have been required to have been set forth on such Disclosure Schedules, and (b) if necessary or appropriate to correct any other representationsinaccuracy in a representation made by Sellers resulting from any matter hereafter arising or discovered after the Agreement Date, warrantiesto promptly add a schedule to the Disclosure Schedules with a corresponding reference in this Agreement (such hereafter arising or discovered information, covenants, agreements or other provisions hereof the “Updating Information”). Sellers shall provide Buyer written notice within two (2) Business Days of becoming aware of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure need for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedany Updating Information.

Disclosure Schedules. Each of All Schedules included in the Partnership Company Disclosure Schedule Letter and the Parent Disclosure Schedule shall Letter (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules will be deemed to refer to this entire Agreement, including all Schedules. The Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Schedule referenced by a particular section or subsection in this Agreement will be deemed to have been disclosed with respect to every other part, subpart, section and lettered sections subsection in another Schedule if the relevance of such disclosure to such other part, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. In each case, subject to the language of the applicable representations and warranties, obligations, covenants, conditions or agreements contained herein, any item of information, matter or document disclosed or referenced in, or attached to, the Schedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, Parent’s or Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter, or (g) constitute, or be deemed to constitute, an admission or indication by the Company, Parent or Merger Sub that such item meets any or all of the criteria set forth in this AgreementAgreement for inclusion in the Disclosure Schedules. For purposes of this Agreement any disclosure set forth in any particular Section or subsection In each case, subject to the language of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (orapplicable representations and warranties, as applicable, a disclosure for purposes of) (a) the representations, warrantiesobligations, covenants, conditions or agreements contained herein, no reference in the Disclosure Schedules to any contract will be construed as an admission or other provisions hereof indication that such contract is enforceable or in effect as of the respective Party date hereof or that there are contained any obligations remaining to be performed or any rights that may be exercised under such contract. No disclosure in the corresponding Section Schedules relating to any possible breach or subsection violation of this Agreement, any agreement or Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Schedules and (b) any other representations, warranties, covenants, agreements or other provisions hereof of not otherwise defined therein have the respective party that are contained meanings given to them in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The inclusion of any item in a section of the Partnership Seller Disclosure Schedule and the Parent or Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) (i) does not represent a determination by the disclosing Party that such item is “material” or could have a Material Adverse Effect and (ii) shall not constitute an admission by the disclosing Party that such disclosure is required to be arranged in separate parts corresponding made pursuant to any of the numbered representations and lettered sections set forth warranties contained in this Agreement. For purposes of this Agreement When any disclosure set forth matter is disclosed in any particular Section or subsection of place in the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules, such matter shall be deemed to be an exception have been disclosed with respect to (or, any other sections of such Disclosure Schedule so long as applicable, a disclosure for purposes of) (a) its relevance to such other sections is reasonably apparent from the representations, warranties, covenants, agreements or other face of such disclosure. The Disclosure Schedules are qualified in their entirety by reference to the provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. The Disclosure Schedules shall not be construed as, are not intended to constitute, and (b) any other representationsshall not be construed as constituting, warranties, covenants, agreements representations or other provisions hereof warranties of the respective party that are contained disclosing Party except to the extent provided in this Agreement, but in nor shall the case Disclosure Schedules be construed as expanding the scope of this clause (b) only if any of the relevance representations or warranties of that disclosure any Party except as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentexpressly contemplated therein. The mere inclusion of an item in information contained the Partnership Disclosure Schedule Schedules was not prepared or Parent Disclosure Schedule as an exception disclosed with a view that it would be disclosed to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement any Person that is not so consented a Party and the disclosing Party does not assume any responsibility to shall be disregardedany such Person that is not a Party for any inaccuracies contained in the Disclosure Schedules or otherwise. The information contained in the Disclosure Schedules is disclosed in confidence solely for the purposes contemplated in this Agreement and is subject to the Confidentiality Agreement.

Disclosure Schedules. Each Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Disclosure Schedule hereto is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material or that such item has had or is reasonably likely to result in a material adverse effect with respect to the disclosing party, and no party shall use the fact of the Partnership setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or in any Disclosure Schedule is or is not material or that such item has had or is reasonably likely to result in a material adverse effect with respect to the disclosing party for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Disclosure Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business. Seller shall at the Closing, by notice in accordance with the terms of this Agreement, supplement, amend or create any Disclosure Schedule in order to add information or correct previously supplied information. No such amendment shall be evidence, in and of itself, that the Parent representations and warranties in the corresponding section are no longer true and correct in all material respects; provided, however, that no supplemental, amended or additional Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) affect the representations, warranties, covenants, covenants or agreements of Seller set forth in this Agreement or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection be deemed to cure any breach for purposes of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 2 (or any other applicable provision of this Agreement). Any disclosure set forth in a section or subsection of the Partnership Company Disclosure Schedule shall be deemed to be (as applicable) an exception to, or a disclosure for purposes of, the representations, warranties, covenants, agreements or other provisions, as the case may be, contained in the correspondingly numbered and/or lettered section or subsection of the Agreement and each other representation, warranty, covenant, agreement or other provision of the Agreement to which the relevance of such disclosure is reasonably apparent on the face of such disclosure, whether or not repeated or cross-referenced in such other sections or subsections. The Company shall not be entitled to update or modify the Company Disclosure Schedule after the execution and delivery of this Agreement, and any update or modification made or purported to have been made to the Company Disclosure Schedule after the execution and delivery of this Agreement shall be disregarded for all purposes under this Agreement. The Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth contained in Section 3 (or any other applicable provision of this Agreement). For purposes of this Agreement any Any disclosure set forth in any particular Section a section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be (as applicable) an exception to (orto, as applicable, or a disclosure for purposes of) (a) , the representations, warranties, covenants, agreements or other provisions hereof of provisions, as the respective Party that are case may be, contained in the corresponding Section correspondingly numbered and/or lettered section or subsection of this Agreementthe Agreement and each other representation, and (b) any other representationswarranty, warrantiescovenant, covenants, agreements agreement or other provisions hereof provision of the respective party that are contained in this Agreement, but in the case of this clause (b) only if Agreement to which the relevance of that such disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentapparent on the face of such disclosure, whether or not repeated or cross-referenced in such other sections or subsections. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected entitled to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or modify the Parent Disclosure Schedule after the entry into execution and delivery of this Agreement, and any update or modification made or purported to have been made to the Parent Disclosure Schedule after the execution and delivery of this Agreement that is not so consented to shall be disregardeddisregarded for all purposes under this Agreement.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) Prior to the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection execution and delivery of this Agreement, and the Company has delivered to Acquisition a schedule (bthe "Company Disclosure Schedule") any setting forth, among other representationsthings, warranties, covenants, agreements or other provisions hereof in each case with respect to specified sections of the respective party that are contained in this Agreement, but items the disclosure of which is necessary or appropriate either in the case of this clause (b) only if the relevance of that response to an express disclosure requirement contained in a provision hereof or as an exception to (one or a disclosure for purposes of) such representationsmore of the Company's representations or warranties contained in Article III or to one or more of the Company's covenants contained in Section 5.01; provided, warrantieshowever, covenantsthat notwithstanding anything in this Agreement to the contrary, agreements and other provisions hereof, is reasonably apparent. The the mere inclusion of an item in the Partnership Disclosure Schedule or Parent Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect with respect to the Company or Parent Material Adverse Effect, as applicablethe Surviving Corporation. The Partnership Disclosure Schedule and Parent Matters disclosed in any particular section of the Company Disclosure Schedule shall each be delivered deemed to have been disclosed in any other section with respect to which such matter is relevant so long as the relevance of such disclosure is readily apparent. (b) Prior to the entry into execution and delivery of this Agreement, and no amendments Acquisition has delivered to the Company a schedule (the "Acquisition Disclosure Schedule") setting forth, among other things, in each case with respect to specified sections of this Agreement, items the disclosure of which is necessary or modifications thereto appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of Acquisition's representations or warranties contained in Article IV; provided, however, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in the Acquisition Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect with respect to Acquisition or the Surviving Corporation. Matters disclosed in any particular section of the Acquisition Disclosure Schedule shall be made without deemed to have been disclosed in any other section with respect to which such matter is relevant so long as the written consent relevance of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that such disclosure is not so consented to shall be disregardedreadily apparent.

Disclosure Schedules. Each of (a) The Polycom Companies and Seller have prepared the Partnership Disclosure Schedule schedules to Article 3 and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Article 4 attached to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth (individually, a “Schedule” (as applicable) and collectively, the “Polycom Disclosure Schedule”) and delivered them to Buyer on the Agreement Date. Any information disclosed in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure a Schedule shall be deemed to be an exception disclosed to (orBuyer with respect to each other representation and warranty in Article 3 and Article 4 to the extent that such disclosure contains such information so as to enable a reasonable person to determine that such disclosure qualifies or otherwise applies to such other representation or warranty. The Polycom Disclosure Schedule shall not vary, change or alter the language of the representations and warranties contained in this Agreement except as applicableexpressly contemplated by this Agreement. Neither the specification of any dollar amount in any representation, a disclosure warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Polycom Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Polycom Disclosure Schedule is or is not material for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, . The Polycom Disclosure Schedule is incorporated herein and expressly made a part of this Agreement as though completely set forth herein. (b) any Buyer has prepared the schedules to Article 5, attached to this Agreement (individually, a “Buyer Schedule” (as applicable) and collectively, the “Buyer Disclosure Schedule”) and delivered them to Seller on the Agreement Date. Any information disclosed in a Buyer Schedule shall be deemed to be disclosed to Seller with respect to each other representations, warranties, covenants, agreements or representation and warranty in Article 5 on each other provisions hereof Buyer Schedule of the respective party Buyer Disclosure Schedule to the extent that are such disclosure contains such information so as to enable a reasonable person to determine that such disclosure qualifies or otherwise applies to such representation or warranty. The Buyer Disclosure Schedule shall not vary, change or alter the language of the representations and warranties contained in this Agreement. Neither the specification of any dollar amount in any representation, but warranty or covenant contained in this Agreement nor the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an any specific item in the Partnership Buyer Disclosure Schedule or Parent Disclosure Schedule as an exception is intended to a representation or warranty shall not be deemed an admission imply that such item represents a material fact, event or circumstance or that such item has hadamount, or would reasonably be expected to have a Partnership Material Adverse Effect higher or Parent Material Adverse Effectlower amounts, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of or the entry into this Agreementitem so included or other items, are or are not material, and no amendments Person shall use the fact of the setting forth of any such amount or modifications thereto shall be made without the written consent inclusion of Parent (any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Buyer Disclosure Schedule is or the Parent is not material for purposes of this Agreement. The Buyer Disclosure Schedule after the entry into is incorporated herein and expressly made a part of this Agreement that is not so consented to shall be disregardedas though completely set forth herein.

Disclosure Schedules. Each 7.8.1 The disclosures in the Disclosure Schedules must relate only to the representations and warranties in the Section of this Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. 7.8.2 In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules other than an exception expressly set forth as such in the Disclosure Schedules with respect to a specifically identified representation or warranty, the statements in the body of this Agreement will control. 7.8.3 The Disclosure Schedules are attached to this Agreement as of execution of this Agreement. On or prior to two (2) Business Days before the Closing Date, the Sellers Representative will provide to Parent and Buyer a certificate updating and revising the Disclosure Schedules. Notwithstanding the foregoing, the Company and Sellers shall, as soon as reasonably practicable, give Parent and Buyer written notice of the Partnership Disclosure Schedule existence or occurrence of any condition which would make any representation or warranty made by the Company or Sellers contained herein untrue as of the Execution Date or any subsequent date as if made on and as of such subsequent date (except for those representations and warranties which address matters only as of a particular date) or which might reasonably be expected to prevent the consummation of the Contemplated Transactions. No such written notification or the certification provided in this Section 7.8.3 related to any condition in existence on or before the Execution Date which would make any representation or warranty made by the Company or any Seller contained herein untrue as of the Execution Date shall (i) be deemed to cure any breach of any representation or warranty resulting from such condition or (ii) constitute a waiver by Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections or Buyer of any condition set forth in this Agreement, unless, in either case, Parent or Buyer specifically agrees thereto in writing or consummates the Closing under this Agreement after receipt of such written notification or certification. For purposes No such written notification or certification related to the occurrence of any condition arising after the Execution Date shall result in any adjustment in the Purchase Price or give Parent or Buyer any right to claim damages under this Agreement or to terminate this Agreement unless the condition or conditions reported in such written notification or certification were caused by the breach of any representation or warranty contained in Section 3 of this Agreement resulting from the failure of the Company or any disclosure Seller to perform any of their covenants set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each All references to this Agreement herein or in any of the Partnership Disclosure Schedule and Schedules attached hereto (each, a “Schedule” and, collectively, the Parent “Disclosure Schedule Schedules”) shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in this Agreement shall be deemed to have been disclosed with respect to every other section and lettered sections subsection in this Agreement if the relevance of such disclosure to such other section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) except as expressly set forth in this Agreement. For purposes , be deemed or interpreted to expand the scope of this Agreement any disclosure the Company’s, Parent’s or Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) except as required to be set forth in any particular Section or subsection of the Partnership Disclosure Schedule or Schedules pursuant to the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection terms of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof represent a determination that the consummation of the respective transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) except as required to be set forth in the Disclosure Schedules pursuant to the terms of this Agreement, constitute, or be deemed to constitute, an admission or indication by the Company, Parent or Merger Sub that such item meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedules. No reference in the Disclosure Schedules to any Contract shall be construed as an admission or indication that such Contract is enforceable or currently in effect (other than for purposes of Section 3.10(c)) or that there are contained any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The Disclosure Schedules have been arranged for purposes of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; however, each section of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent the relevance of such information in such other section of the Disclosure Schedules is reasonably apparent. Capitalized terms used in the Disclosure Schedules and lettered sections set forth not otherwise defined therein have the meanings given to them in this Agreement. For The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules, the Updated Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business consistent with past practice, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules, the Updated Schedules or exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules, the Updated Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business consistent with past practice. In addition, matters reflected in the Disclosure Schedules and the Updated Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules and the Updated Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules or the Updated Schedules shall be deemed to broaden in any way the scope of the parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule or Updated Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement or item. The information contained in this Agreement, in the Disclosure Schedules, the Updated Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement any disclosure set forth in any particular Section Agreement, and no information contained herein or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule therein shall be deemed to be an exception admission by any party hereto to (orany third party of any matter whatsoever, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements including any violation of Law or other provisions hereof breach of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedcontract.

Disclosure Schedules. Each of These Disclosure Schedules (herein called the Partnership Disclosure “Schedule”, and specific sections within this Schedule and the Parent Disclosure may be referred to by Schedule shall be arranged in separate parts corresponding number) are furnished by Skae Beverage International, LLC, a Delaware limited liability company (“SBI”) pursuant to the numbered Asset Purchase Agreement, dated as of September 9, 2008 (the “Agreement”) among SBI, Xxxx Xxxx, Baywood New Leaf Acquisition Inc., a Nevada corporation (“Buyer”) and lettered sections Baywood International Inc., a Nevada corporation (“Baywood”), with respect to the sale of Purchased Assets in exchange for the consideration set forth in this the Agreement. For purposes Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Agreement. This Schedule is an integral part of the Agreement. Disclosure is made in confidence on the terms and subject to the conditions of the Agreement. Each section of this Agreement any disclosure set forth Schedule qualifies the correspondingly numbered section in the Agreement. Disclosure of information in any particular Section or section of the Schedule shall constitute disclosure of that information in all other subsections of that section of the Schedule. Notwithstanding references in the Agreement to subsections of any section of this Schedule, each section herein is responsive to all references to the Schedule found in any subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof correspondingly numbered section of the respective Party Agreement. The titles and headings used herein are for reference purposes only and shall not in any manner limit the construction of the Schedule, and any disclosure made under any subheading hereunder is deemed made for all provisions of that are contained corresponding section in the corresponding Section Agreement. SBI and Xxxx Xxxx do not assume any responsibility to any person that is not a party to the Agreement for the form or subsection accuracy of this any information herein. The information was not prepared or disclosed with a view to its potential disclosure to others. This information is disclosed in confidence for the purposes contemplated in the Agreement and is subject to the mutual confidentiality provisions of any other agreements entered into by the parties. This Schedule may be amended and updated at any time and from time to time prior to the Closing only as provided in the Agreement, and (b) any other representationsamendments and waivers pursuant to the Agreement. This Schedule on the date hereof is qualified by such amendments, warranties, covenants, agreements or other provisions hereof additions and deletions after the date hereof. Disclosure within a section herein applies to the correspondingly numbered section of the respective party Agreement in its entirety, and subheadings within that section of the Schedule are contained for reference purposes only, and shall not affect the interpretation or limit any disclosure herein. Terms of documents summarized herein are qualified in this Agreement, but their entirety by the documents themselves. Every document listed in the case of this clause (b) only if the relevance of that disclosure Schedule has been delivered or made available to Buyer, Baywood or their counsel, except as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedotherwise expressly provided.

Disclosure Schedules. Each (a) Concurrently with the execution and delivery of this Agreement, the Partnership Disclosure Schedule and Company has delivered to Parent the Parent Disclosure Schedule shall be arranged in separate parts schedules corresponding to the numbered and lettered sections set forth in this Agreement. For purposes Section 4 of this Agreement any disclosure set forth (the “Disclosure Schedules”). From and after the date of this Agreement until the Effective Time, the Representative or the Company may prepare and deliver to Parent a written update notice (which may contain additional information not in any particular Section or subsection existence as of the Partnership Disclosure Schedule date hereof relating to any of the representations and warranties contained in Section 4, in each case, such written notice being referred to as an “Update”) with respect to matters first arising after execution hereof; provided, however, that no such Update or the Parent Disclosure Schedule other notification shall be deemed to be an exception to (or, as applicable, a disclosure for purposes ofi) (a) affect or modify any of the representations, warranties, covenants, agreements rights or other provisions hereof remedies, or the conditions to the obligations of (except as set forth in the following sentence), the Parties, or (ii) cure or be deemed to cure any inaccuracy in or breach of any representation or warranty set forth in Section 4. If the Representative or the Company delivers an Update pursuant to this Section 6.10(a) and discloses information that makes it impossible for the Company to satisfy the condition set forth in Section 7.2(a), then Parent will have the right to terminate this Agreement by providing written notice to the Company within five (5) days of such Update; provided, further, that Parent’s failure to timely terminate the Agreement within such five (5)-day period shall constitute a waiver of Parent’s ability to terminate the Agreement on account of the respective Party information set forth in such Update. (b) The Disclosure Schedules are attached to and form a part of this Agreement and shall be subject to the following terms and conditions: (i) the disclosures in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed or to qualify, as applicable, all other sections or subsections of the Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face; (ii) where the representations and warranties in this Agreement contain specific dollar threshold items, disclosures listed in response thereto may include items that are below such dollar threshold, and no disclosure of any matter contained in the corresponding Section Disclosure Schedules shall create an implication that such matter meets any standard of materiality (matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules; such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature, nor shall the inclusion of any item be construed as implying that any such item is “material” for any purpose); (iii) any disclosures contained in the Disclosure Schedules which refer to a document are qualified in their entirety by reference to the text of such document; (iv) no reference in the Disclosure Schedules to any agreement or subsection document shall be construed as an admission or indication by any party to this Agreement to any Third Party of any matter whatsoever, including that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document, except as otherwise explicitly set forth in the Disclosure Schedules or this Agreement; (v) no disclosure relating to any possible breach or violation of any agreement, Law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred; (vi) references to any Government Contract in the Disclosure Schedules will be deemed to include all modifications and amendments thereto, regardless of whether listed on the Disclosure Schedules; (vii) headings and introductory language have been inserted on the sections of the Disclosure Schedules for convenience of reference only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in this Agreement; (viii) the sections of the Disclosure Schedules are qualified in their entirety by reference to the provisions of this Agreement, and (b) any other are not intended to constitute, and shall not be construed as constituting, representations, warranties, covenants, agreements covenants or other provisions hereof obligations of the respective party that are contained Parties except as and to the extent provided in this Agreement; (ix) unless otherwise defined herein or unless the context otherwise requires, but capitalized terms used in the case Disclosure Schedules have the meanings assigned to them in this Agreement; and (x) any reference to a section number in the Disclosure Schedules refers to that section of this clause (b) only if Agreement unless the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, context otherwise is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each (a) STC hereby acknowledges that for business reasons HAT has not been able to deliver a complete set of the Partnership Disclosure Schedules for the HAT Stations referred to herein prior to the date hereof. HAT covenants that HAT shall deliver to STC and to STC's counsel a complete set of the Schedules for the HAT Stations (and copies of all materials identified on the Schedules, as reasonably required to support such Schedules or as otherwise requested by STC) within ten (10) business days after the execution and delivery of this Agreement. On the date of receipt, an officer of HAT shall certify in writing that the Schedules (and supporting materials) delivered to STC and STC's counsel are complete and correct. STC shall have ten (10) business days following the date of receipt by STC and STC's counsel of the complete and correct set of the Schedules (and supporting materials) for the HAT Stations (the "Schedule Review Period") to review such Schedules and to determine in the Parent Disclosure Schedule good faith exercise of STC's reasonable business judgment whether the items referenced therein are acceptable to STC. If STC, after reasonable consultation with HAT, determines in the good faith exercise of STC's reasonable business judgment that the items referred to in the HAT Schedules are not acceptable, STC shall be arranged in separate parts corresponding entitled to terminate this Agreement pursuant to the numbered and lettered sections terms set forth in this AgreementSection 11.2(b). For purposes --------------- (b) The parties acknowledge and agree that each party shall have the right from time to time after the date hereof to update or correct solely Schedules 2.3.5, 2.3.6, 2.3.8, 2.3.9, 3.4, 4.4, 3.17 and 4.17 attached ------------------------------------------------------------- hereto solely to reflect actions by such party (and, in the case of STC, actions by Xxxxxxxx or the Heritage Subsidiaries) after the date hereof which are not prohibited by Section 6.1 hereof. The inclusion of any fact or item on a ----------- Schedule referenced by a particular section in this Agreement any disclosure set forth in any particular Section or subsection shall, should the existence of the Partnership Disclosure Schedule fact or the Parent Disclosure Schedule shall item or its contents, be relevant to any other section, be deemed to be disclosed with respect to such other section whether or not an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained explicit cross-reference appears in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedSchedules.

Disclosure Schedules. Each of the Partnership Disclosure Schedule (a) The representations and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections warranties set forth in this Agreement. For purposes Agreement contemplate that there are attached Disclosure Schedules setting forth information that might be "material" or have a " Material Adverse Effect" or might not be in the "ordinary course of this Agreement business." The Parties may, at their option, include in such schedules items or information that are not material or are not likely to have a Material Adverse Effect or are in the ordinary course of business, and any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule such inclusion shall not be deemed to be an exception acknowledgment or representation that such items are material or would have a Material Adverse Effect, to (orestablish any standard of materiality, as applicableMaterial Adverse Effect or ordinary course of business, a disclosure or to define further the meaning of such terms for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and . (b) any other representations, warranties, covenants, agreements or other provisions hereof of While the respective party that Disclosure Schedules are arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement, disclosure in any of the Disclosure Schedules shall also qualify the representations and warranties contained in other Sections of the Agreement, but only to the extent that an exception in one Section of the Disclosure Schedule provides on its face a reasonable correlation to the subject matter of such other Sections. Nothing in the case of this clause (b) only if the relevance of that disclosure as an exception Disclosure Schedules shall be deemed adequate to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedules identify the exception with reasonable particularity. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document shall not be deemed adequate to disclose an admission that such exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableitself). The Partnership Qualification of any disclosure in this Disclosure Schedule and Parent by the knowledge, awareness or belief of the AMCI Parties, the FRC Parties or any other party or limitation of any disclosure in this Disclosure Schedule shall each be delivered as by materiality standards does not affect or amend the language of any representation or warranty of the entry into this AgreementAMCI Parties, and no amendments or modifications thereto shall be made without the written consent of Parent (FRC Parties contained in the case of an amendment Agreement if the same qualification or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that limitation is not so consented to shall be disregarded.expressly set forth in such representation or warranty. * * * * *

Disclosure Schedules. Each of Disclosures on the Partnership Purchaser Disclosure Schedule and or the Parent Seller Disclosure Schedule (each, a “Disclosure Schedule”) shall be arranged in separate parts sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement , and any disclosure set forth in on any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed to be disclosed by the party hereto delivering such Disclosure Schedule for all sections of this Agreement and all other sections of such Disclosure Schedule to the extent that it is reasonably apparent on its face from a reading of such disclosure that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. Except as otherwise expressly required by this Agreement, the inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an exception admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to (orbe listed in any section of such Disclosure Schedule or that any such matter rises to a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a disclosure Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes of) and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and Seller and were not intended to be admissions against interests (a) the representationswith respect to third parties), warranties- #PageNum# - 703550379 give rise to any inference or proof of accuracy, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of be admissible against any party to this Agreement by any Person who is not a party to this Agreement, and (b) or give rise to any other representationsclaim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, warrantiesthreat, covenants, agreements notice or other provisions hereof communication shall not be deemed to include disclosure of the respective party that are contained truth of the matter communicated. In addition, with respect to third parties, the disclosure of any matter in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is not to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has hadmatter actually constitutes noncompliance with, or would reasonably be expected a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as which such disclosure is applicable. The Partnership In no event shall the disclosure of matters disclosed in a Disclosure Schedule and Parent be deemed or interpreted to broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. No reference in a Disclosure Schedule shall each by itself be delivered construed as an admission or indication that a Contract or other document is enforceable or currently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the entry into this Agreementterms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the specific terms and no amendments conditions of such Contract or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedother document.

Disclosure Schedules. Each (a) The Disclosure Schedules have been arranged for purposes of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged convenience in separate parts separately titled sections corresponding to the numbered sections of Article 3. The parties acknowledge and lettered sections set forth agree that (i) matters reflected in this Agreement. For purposes the Disclosure Schedules are not necessarily limited to matters required to be reflected therein, (ii) the disclosure by the Sellers of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material, (iii) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure set forth required by or provided in another section of the Disclosure Schedules or the statements contained in any particular Section or subsection of this Agreement reasonably apparent, the Partnership Disclosure Schedule or the Parent Disclosure Schedule matter shall be deemed to be have been disclosed in or with respect to such other Section, notwithstanding the omission of an exception appropriate cross-reference to such other Section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedule, (oriv) except as provided in clause (iii) above, as applicableto the extent that headings have been inserted in the Disclosure Schedules, a disclosure such headings have been inserted for purposes of) convenience of reference only, (av) the representations, warranties, covenants, agreements or other Disclosure Schedules are qualified in its entirety by reference to specific provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (bvi) any other representationsthe Disclosure Schedules and the information and statements contained therein are not intended to constitute, warrantiesand shall not be construed as constituting, covenants, agreements representations or other provisions hereof warranties of the respective party that are contained Sellers except as and to the extent provided in this Agreement. Without limiting the generality of the foregoing, but no such reference to or disclosure of a possible breach or violation of, or default under, any contract, arrangement or understanding, Applicable Law or order shall be construed as an admission or indication that breach, violation or default exists or has actually occurred. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. Capitalized terms used in the case of Disclosure Schedules and not otherwise defined therein have the meanings given to them in this clause Agreement. (b) only if The Sellers shall have the relevance right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter (i) arising after the date hereof and prior to the date that is fifteen (15) Business Days prior to the Closing Date and (ii) which was not known by the Sellers would arise as at the date of that this Agreement (each a “Schedule Supplement”). Any disclosure as an exception to (or a disclosure for purposes of) in any such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty Supplement shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement and given as at the date of this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 2.2(b) have been satisfied; provided, that if the Purchasers have the right to, but do not elect to, terminate this Agreement within fifteen (15) Business Days of its receipt of such Schedule Supplement, then the Purchasers shall (in respect only of any such matter which arises in the ordinary course of business and which would not have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each ) be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification deemed to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification have irrevocably waived their right to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terminate this Agreement that is not so consented with respect to such matter and, further, shall be disregardedhave irrevocably waived their right to indemnification under Section 8.2(a) with respect to such matter.

Disclosure Schedules. Each (a) Seller may revise the disclosure schedules to this Agreement (the "SCHEDULES") by delivering revised Schedules to Buyer at any time prior to the Closing Date. Buyer shall have the right to review the revised Schedules for a period of not more than 5 business days after receipt thereof. At any time within such 5-business-day-period, Buyer shall have the right to terminate this Agreement by delivery of a notice to Seller if the revised information would have a Material Adverse Effect. This notice, if given, shall specify the information forming the basis for the decision to terminate. Seller shall have 5 business days after receipt of such notice to review with Buyer the information forming the basis for the decision to terminate and attempt to agree on corrective measures, if any. If the parties cannot agree on corrective measures, then this Agreement shall terminate. If this Agreement is not terminated as permitted by this Section 13.12, Buyer shall be deemed to have accepted such revisions, and the Schedules attached to this Agreement as of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule date hereof shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) superseded by the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and revised Schedules. (b) any other representations, warranties, covenants, agreements The parties acknowledge and agree that (i) the Schedules to this Agreement may include certain items and information solely for informational purposes for the convenience of Buyer and are intended only to qualify and limit the representations or other provisions hereof warranties of the respective party that are Seller contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements Agreement and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty any exhibits hereto and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties and (ii) the disclosure by Seller of any matter in the Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material. Except as provided in the representations and warranties of the Agreement, no reference in any Schedule to any agreement or document shall be construed as an admission or indication that such item represents a material fact, event agreement or circumstance document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such item agreement or document. No disclosure in the Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableactually occurred. The Partnership Disclosure contents of each document specifically identified in the Schedule is incorporated by reference into the Schedules as though fully set forth in the Schedules. Notwithstanding anything to the contrary contained in the Schedules or in this Agreement (including the exhibits hereto), the information and Parent Disclosure Schedule shall disclosures contained in each be delivered as section of the entry into this AgreementSchedules shall be deemed to be disclosed and incorporated by reference in each of the other sections of the Schedules as though fully set forth in such other sections (whether or not specific cross-references are made), and no amendments or modifications thereto shall be made without the written consent deemed to qualify and limit all representations, warranties and covenants of Parent (Seller contained in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedand the exhibits hereto.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth (a) Information furnished in any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof included in another section of the respective Party that Disclosure Schedules to the extent a matter in such section is disclosed in such a way as to make its relevance to the information called for by such other section reasonably apparent on its face. The subsections and subheadings used in any section of the Disclosure Schedules are contained for reference purposes only and shall not in any manner limit the construction of the Disclosure Schedules, and any disclosure made in any subsection or subheading shall be deemed made for all provisions of the corresponding Section or subsection section of this Agreement. Any information provided in the Disclosure Schedules is solely for information purposes, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty such information shall not be deemed to enlarge, enhance or diminish in any way any of the covenants, agreements, representations or warranties under this Agreement or otherwise alter in any way the terms of this Agreement. The inclusion of any information in any section of the Disclosure Schedules or other document delivered by the parties pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. (b) From time to time prior to the Closing, the Company shall have the right (but not the obligation, except as otherwise provided in Section 6.11) to supplement or amend the Disclosure Schedules hereto (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the Closing Date; provided, however, that in the event such item represents a material factevent, event development or circumstance occurrence which is the subject of the Schedule Supplement constitutes or relates to something that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure then Parent shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 7.02(a); provided, further, that if Parent has the right to, but does not elect to terminate this Agreement within 10 Business Days of its receipt of such Schedule and Supplement, then Parent Disclosure Schedule shall each be delivered as deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the entry into this Agreement, and no amendments conditions set forth in Section 7.02; provided that any such waiver shall not limit or modifications thereto shall be made without otherwise affect the written consent of remedies available to Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedhereunder.

Disclosure Schedules. Each The disclosure of an item in one section of the Partnership Disclosure Schedule Schedules as an exception to a particular representation or warranty in ‎Article III or Article IV of this Agreement, as applicable, will be deemed adequately disclosed as an exception with respect to all representations and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections warranties expressly set forth in ‎Article III or Article IV of this Agreement, as applicable, to the extent that the relevance of such item to such other representations or warranties is reasonably apparent on its face. For The Disclosure Schedules are not intended to constitute, and will not be construed as constituting, representations and warranties made by the Seller or the Buyer, as applicable. The inclusion of any item in the Disclosure Schedules is not intended to imply that such item so included (or any non-disclosed item or information of comparable or greater significance) is or is not required to be disclosed in the Disclosure Schedules, is or is not material to the Seller or the Group Companies or the Buyer, as applicable, or is within or outside of the ordinary course of business, and no Person may use the fact of the inclusion of any item in the Disclosure Schedules in any dispute or controversy involving such Person as to whether any obligation, item or matter not included in the Disclosure Schedules is or is not required to be disclosed therein, is or is not material to the Seller or the Group Companies or the Buyer, as applicable, or is within or outside of the ordinary course of business. The information contained in this Agreement, in the Disclosure Schedules, and the Exhibits hereto and thereto is disclosed solely for purposes of this Agreement any disclosure set forth in any particular Section Agreement, and no information contained herein or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall therein will be deemed to be an exception admission by any party hereto to (orany Person of any matter whatsoever, as applicableincluding any violation of any Legal Requirement or Contractual Obligation. Notwithstanding anything to the contrary set forth herein, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of items set forth in the respective Party Seller Disclosure Schedule that are contained in the corresponding Section or subsection of this Agreement, marked with an asterisk have been provided for information purposes only and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission considered to be disclosed against or otherwise qualify any of the representations and warranties of the Seller in this Agreement unless and until such items have been made available to Buyer and Buyer has confirmed in writing that such item represents a material fact, event or circumstance or that such item has had, or would is reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedacceptable for disclosure.

Disclosure Schedules. Each All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules” or “Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Partnership Disclosure Schedule and the Parent Disclosure Schedule Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedule referenced by a particular section or subsection in ARTICLE III of this Agreement shall be deemed to have been disclosed with respect to every other section and lettered sections subsection in ARTICLE III of this Agreement if the relevance of such disclosure to such other section or subsection is reasonably apparent on the face of such section or subsection, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of the Company’s, the Parent’s or the Merger Sub’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication that such item meets any or all of the criteria set forth in this AgreementAgreement for inclusion in the Disclosure Schedules. For purposes of this Agreement No reference in the Disclosure Schedules to any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Contract shall be deemed construed as an admission or indication that such Contract is enforceable or currently in effect or that there are any obligations remaining to be an exception to (or, as applicable, a performed or any rights that may be exercised under such Contract. No disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section Disclosure Schedules relating to any possible breach or subsection violation of this Agreement, any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and (b) any other representations, warranties, covenants, agreements or other provisions hereof of not otherwise defined therein have the respective party that are contained meanings given to them in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of Between the Partnership Effective Date and the First Closing Date, Transferors shall use Transferors’ reasonable best efforts to promptly correct and supplement the information set forth on the Disclosure Schedules delivered by Transferors pursuant to this Agreement in order to cause such Disclosure Schedule to remain correct and complete in all respects. Transferors’ delivery to the Parent Planet 13 Parties of any corrections or supplements shall, without further notice or action on the part of Transferors or Buyer, immediately and automatically constitute an amendment to the Disclosure Schedule to which such corrections and supplements relate; provided, however, that solely for purposes of determining whether the condition precedent pursuant to Section 7.3.(a) has been satisfied, or whether Buyer has the right to terminate this Agreement pursuant to Section 8.1), any such amendment to the Disclosure Schedule shall be arranged disregarded. (a) The information in separate parts corresponding the Disclosure Schedules constitutes: (i) exceptions to the numbered particular representations, warranties, covenants and lettered sections obligations of Transferors as set forth in this Agreement; or (ii) descriptions or lists of assets and other items referred to in this Agreement. For purposes of If there is any inconsistency between the statements in this Agreement any disclosure and those in the Disclosure Schedules (other than an exception expressly set forth as such in any particular Section or subsection of the Partnership Disclosure Schedule with respect to a specifically identified representation or warranty), the Parent statements in the Disclosure Schedule Schedules shall control. (b) The Disclosure Schedules shall be deemed to be an exception a part of this Agreement and are fully incorporated into this Agreement by reference. Any capitalized terms used in the Disclosure Schedules but not otherwise defined therein shall have the meanings ascribed to (or, as applicable, a disclosure for purposes of) such terms in this Agreement. The inclusion of any item referenced in one section or subsection of the Disclosure Schedules shall be deemed to refer to (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section section or subsection of this Agreement, Agreement and (b) any other representations, warranties, covenants, agreements section or other provisions hereof subsection of the respective party that are contained in Disclosure Schedules (and accordingly to the applicable sections or subsections of this Agreement), but in the case of this clause (b) only whether or not an explicit cross-reference appears, if the relevance applicability of that disclosure as an exception such item to (the other section or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, subsection is reasonably apparent. The mere inclusion apparent on the face of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.disclosure

Disclosure Schedules. Each of (a) The information in the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be Schedules is arranged in separate parts paragraphs corresponding to the numbered and lettered sections set forth contained in this Agreement. For purposes Agreement and the disclosures in any section of the Disclosure Schedules shall be responsive to or list exceptions to the particular paragraph of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule listed and shall also be deemed to be disclosed and incorporated in all other sections of the Disclosure Schedules where the relevance of such disclosure is reasonably apparent from the text of the disclosure. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Schedules (other than an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained expressly set forth in the corresponding Section Disclosure Schedules with respect to a specifically identified representation or subsection warranty), the statements in this Agreement will control. (b) At any time prior to 7 days prior to the Closing Date, Seller Group shall be entitled to deliver to Buyer updates to the Disclosure Schedules, provided that (i) such updates are clearly marked as such, (ii) any changes to the original Disclosure Schedules are clearly identified, and (iii) any changes to the original Disclosure Schedules relate only to items or events occurring after the date of this Agreement or items or events of which Seller Group only becomes aware after the date of this Agreement. If such updates to the Disclosure Schedules reflect, and (b) any other representationsindividually or in the aggregate, warranties, covenants, agreements matters that are or other provisions hereof may be materially adverse to the business or operations of the respective party Facilities or the Assets or otherwise negatively and materially impact the financial terms of the transactions contemplated by this Agreement from the perspective of Seller Group and Buyer, Buyer shall have the right, but not the obligation, to terminate the Agreement pursuant to Section 9.3. In the event Buyer does not have the right to terminate this Agreement or elects not to terminate this Agreement as a result of an update to the Disclosure Schedules and consummates the transaction contemplated hereby, the updated or substitute Disclosure Schedules shall replace, in whole or in part as the case may be, the Disclosure Schedules previously delivered hereunder for all purposes and will be deemed to have cured any misrepresentation or breach of warranty that are otherwise might have existed hereunder prior to such update as a result of the failure to disclose the matters now included in the updated Disclosure Schedules. Notwithstanding anything contained herein to the contrary, nothing in this AgreementSection 11.19(b) shall in any way restrict, but in the case of this clause (bmodify or eliminate Buyer’s right to bring a claim pursuant to Sections 10.1(b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule10.1(c). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The inclusion of any information in the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Edge Schedule or the Parent Schedule (collectively, the “Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes ofSchedules”) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Disclosure Schedules, that such item represents a material fact, event or circumstance information is required to be listed in the Disclosure Schedules or that such item has haditems are material to Parent, Sub or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse EffectEdge, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule the case may be, nor shall each be delivered as the specification of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (any dollar amount in the case of an amendment Disclosure Schedules be used in any dispute or modification controversy between the parties to the Partnership determine whether any obligation, item or matter (whether or not described herein or included in any Disclosure Schedule) is or is not material for purposes of this Agreement. The headings, if any, of the Partnership individual sections of each of the Disclosure Schedules are inserted for convenience only and shall not be deemed to constitute a part thereof or a part of this Agreement. The Disclosure Schedules are arranged in sections corresponding to those contained in Article II and Article III hereof merely for convenience. The parties acknowledge that this Agreement requires the inclusion (i) in each separate section of the Edge Schedule the disclosure of all information called for by the corresponding section of Article II, without regard for the fact that the same information may be called for in two or more sections of Article II and therefore should be disclosed on two or more sections of the Edge Schedule, and (ii) in each separate section of the Parent Schedule the disclosure of all information called for by the corresponding section of Article III, without regard for the fact that the same information may be called for in two or more sections of Article III and therefore should be disclosed on two or more sections of the Parent Schedule. Notwithstanding the foregoing (y) if despite Edge’s reasonable good faith efforts to comply with such requirement, Edge includes disclosure of certain information in one or more but less than all sections of the Edge Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the case section(s) where such information is disclosed, then Edge shall be deemed to have disclosed such information in the sections of the Edge Schedule where such information is not disclosed and the failure of Edge to include such information in the appropriate section(s) of the Edge Schedule shall not constitute an amendment inaccuracy of representation or modification breach of warranty, and (z) if despite Parent’s reasonable good faith efforts to comply with such requirement, Parent includes disclosure of certain information in one or more but less than all sections of the Parent Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the section(s) where such information is disclosed, then Parent shall be deemed to have disclosed such information in the sections of the Parent Schedule where such information is not disclosed and the failure of Parent to include such information in the appropriate section(s) of the Parent Schedule shall not constitute an inaccuracy of representation or breach of warranty. The Disclosure Schedule). Any purported update Schedules include matters set forth in documents referenced in the Schedules but do not purport to disclose any agreements, contracts or modification instruments entered into pursuant to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into terms of this Agreement that is not so consented to shall be disregardedAgreement.

Disclosure Schedules. Each All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Partnership Disclosure Schedule and the Parent Disclosure Schedule Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement ; however, any disclosure set forth item disclosed in any particular Section part, subpart, section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception have been disclosed with respect to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or every other provisions hereof section and subsection of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only Disclosure Schedule if the relevance of that such disclosure as an exception to (such other section or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, subsection is reasonably apparent. The mere inclusion apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item in of information, matter or document disclosed or referenced in, or attached to, the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty Schedules shall not (a) be deemed an admission used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item represents or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Seller’s or Buyer’s respective representations and warranties contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a material factdetermination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, event (f) constitute, or circumstance be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by Seller to Buyer that such item has had, meets any or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as all of the entry into criteria set forth in this Agreement for inclusion in the Disclosure Schedules. No reference in the Disclosure Schedules to any Contract shall, by itself, be construed as an admission or indication that such Contract is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of Disclosures on the Partnership Purchaser Disclosure Schedule and or the Parent Seller Disclosure Schedule (each, a “Disclosure Schedule”) shall be arranged in separate parts sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement , and any disclosure set forth in on any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed to be disclosed by the party hereto delivering such Disclosure Schedule for all sections of this Agreement and all other sections of such Disclosure Schedule to the extent that it is reasonably apparent on its face from a reading of such disclosure that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. Except as otherwise expressly required by this Agreement, the inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an exception admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to (orbe listed in any section of such Disclosure Schedule or that any such matter rises to a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a disclosure Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes of) and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and Seller and were not intended to be admissions against interests (a) the representationswith respect to third parties), warrantiesgive rise to any inference or proof of accuracy, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of be admissible against any party to this Agreement by any Person who is not a party to this Agreement, and (b) or give rise to any other representationsclaim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, warrantiesthreat, covenants, agreements notice or other provisions hereof communication shall not be deemed to include disclosure of the respective party that are contained truth of the matter communicated. In addition, with respect to third parties, the disclosure of any matter in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is not to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has hadmatter actually constitutes noncompliance with, or would reasonably be expected a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as which such disclosure is applicable. The Partnership In no event shall the disclosure of matters disclosed in a Disclosure Schedule and Parent be deemed or interpreted to broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. No reference in a Disclosure Schedule shall each by itself be delivered construed as an admission or indication that a Contract or other document is enforceable or currently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the entry into this Agreementterms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the specific terms and no amendments conditions of such Contract or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedother document.

Disclosure Schedules. (a) Each of disclosure schedule delivered pursuant to this Agreement (each a “Schedule” and collectively, the Partnership Disclosure Schedule and the Parent Disclosure Schedule “Schedules”) shall be arranged in separate parts corresponding writing and shall qualify this Agreement, subject to the numbered terms and lettered sections set forth in conditions of this Agreement. For purposes Descriptions of terms or documents summarized in the Schedules shall be qualified in their entirety by the documents themselves. (b) From the date hereof until the Closing Date, Seller may disclose to Buyer in writing any development, fact or circumstance (in the form of a supplement or amendment to the Seller Schedules) with respect to any matter (i) that was required to be disclosed by the terms of this Agreement any disclosure to be set forth or described in any particular Section or subsection of the Partnership Seller Schedules on the date of this Agreement but that was not so disclosed (a “Corrective Disclosure”), or (ii) arising after the date of this Agreement that, if existing as of the date of this Agreement, would have been required to be set forth or described in any of the Seller Schedules or that is otherwise necessary to correct any information in the Seller Schedules that has been rendered inaccurate by any such matter (a “Supplemental Disclosure”). (i) Any such Supplemental Disclosure Schedule or shall amend and supplement the Parent Disclosure Schedule appropriate Seller Schedule(s) delivered on the date of this Agreement and shall be deemed to be an exception to (orhave cured any misrepresentation or breach of representation, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements warranty or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained covenant made in this AgreementAgreement that otherwise might have existed hereunder by such inaccuracy or breach and Buyer shall not have any claim (whether for indemnification under Article IX (Indemnification), but in the case of this clause Buyer’s termination rights under Article VIII (bTermination), or otherwise) only if the relevance of that disclosure as an exception to (against Seller or a disclosure its Affiliates for purposes of) any such representationsinaccuracy or breach; provided, warrantieshowever, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership such Supplemental Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect cured any such misrepresentation or Parent Material Adverse Effectbreach of representation, as applicable. The Partnership warranty or covenant made in this Agreement for purposes of determining whether or not the conditions to Closing set forth in Article VII (Conditions Precedent) have been satisfied or for the purposes of Buyer’s ability to terminate this Agreement pursuant to Article VIII (Termination). (ii) No Corrective Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be deemed to cure any breach of any representation or warranty made without in this Agreement or limit or modify Buyer’s rights under this Agreement (whether for indemnification under Article IX (Indemnification), Buyer’s termination rights under Article VIII (Termination) or otherwise), including for purposes of determining whether or not the written consent conditions to Closing set forth in Article VII (Conditions Precedent) have been satisfied. (iii) Upon receipt of Parent (in the case of an amendment any Corrective Disclosure or modification Supplemental Disclosure provided to Buyer pursuant to this Section 6.9(b), Buyer shall, notwithstanding anything to the Partnership Disclosure Schedulecontrary contained herein, be afforded no more than ten (10) or the Partnership (in the case of an amendment or modification Business Days prior to the Parent Closing to review such Corrective Disclosure Schedule). Any purported update or modification to Supplemental Disclosure and, if necessary, the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to Outside Date shall be disregardedextended to accommodate such period.