Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. Along with the Milestone Completion Notice delivered by the Sellers’ Representative, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicable.

Disclosure Schedules. Along with the Milestone Completion Second Put Option Notice delivered by the Sellers’ RepresentativeRepresentative to Purchaser, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Second Put Option Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicable.

Disclosure Schedules. Along with (A) Attached to this Agreement is a schedule of disclosures and exceptions to the Milestone Completion Notice delivered representations and warranties made by the Seller Parties pursuant to Section 2 and Section 3 of this Agreement (the “Seller Parties Disclosure Schedule”). At any time and from time to time during the Call Option Period, but no more than three (3) times during the Call Option Period, Purchaser may, upon written notice to the Sellers’ Representative (a “Disclosure Schedule Request”), require the Seller Parties to prepare, as if such representations and warranties were made as of the date of such request, an updated schedule of disclosures and exceptions to the representations and warranties of the Seller Parties contained in Section 2 and Section 3 of the this Agreement (an “Updated Seller Parties Disclosure Schedule”), except to the extent any such representations and warranties refer expressly to an earlier date. The Acquired Company shall prepare and deliver to Purchaser an Updated Seller Parties Disclosure Schedule within ten (10) days of receipt of a Disclosure Schedule Request by the Sellers’ Representative. Any Updated Seller Parties Disclosure Schedule delivered pursuant to this Agreement shall refer only to (1) disclosures of actual facts contained in the Seller Parties Disclosure Schedule, and (2) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or have been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall not otherwise limit or modify any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. (B) Within ten (10) days after receipt of the Purchase Election Notice, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A1) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; , and (B2) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective DateDate of this Agreement, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with within the Milestone Completion Noticeten (10) day time period, the most recent Updated Seller Parties Disclosure Schedule delivered to the Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicable.

Disclosure Schedules. Along with The inclusion of any information in the Milestone Completion Notice delivered by Disclosure Schedules will not be deemed an admission or acknowledgment that such information is required to be listed in the Sellers’ Representative, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure ScheduleSchedules or that such items are material. The Updated Seller Parties Disclosure Schedule shall refer only Schedules are arranged in sections corresponding to (A) disclosures of actual facts the sections contained on the Seller Parties Disclosure Schedule attached to in this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence disclosure of an item in one section of the facts Disclosure Schedules as an exception to a particular covenant, agreement, representation or events set forth therein warranty will 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, representations, agreements or warranties is reasonably apparent from the text of the Disclosure Schedules, notwithstanding the presence or absence of an appropriate cross-reference thereto. From time to time after the date hereof and prior to the Closing, the Seller shall have the right to update any part of the Disclosure Schedules to the extent that any such update is (but not otherwise limit or modifya) being made to correct an inaccuracy in any of the representations and warranties made of the Seller or the Acquired Companies contained herein and (b) such inaccuracy results from a Change occurring or arising after the execution and delivery of this Agreement and prior to the Closing (excluding any such Change that was caused by the Seller’s or either of the Acquired Companies’ breach of any covenant contained in Article 8 of this Agreement) (each a “Disclosure Schedule Update”). Such Disclosure Schedule Updates shall have no effect when determining the accuracy of the representations and warranties contained in Articles 3 and 4 hereof for purposes of Section 6.1 of this Agreement but each such Disclosure Schedule Update shall be fully effective when determining the accuracy of the representations and warranties contained in Articles 3 and 4 hereof for purposes of Section 9.2.1(a) of this Agreement. No disclosure of a fact or event on -68- Notwithstanding the foregoing, in no case shall any Updated Seller Parties Disclosure Schedule shall be deemed Update limit or reduce Seller’s liability under Section 9.2.1(g) for any Tax issues disclosed on Schedule 3.8 prior to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicableUpdate.

Disclosure Schedules. Along (a) Contemporaneously with the Milestone Completion Notice delivered execution and delivery of this Agreement, First Northern is delivering to Mutual the First Northern Disclosure Schedule, which is accompanied by a certificate signed by the Sellers’ Representative, Chief Executive Officer and Secretary of First Northern stating that the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties First Northern Disclosure Schedule shall refer only is being delivered pursuant to (A) disclosures of actual facts contained on this Agreement and is the Seller Parties First Northern Disclosure Schedule attached referred to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No The First Northern Disclosure Schedule is deemed to constitute an integral part of this Agreement and to modify the representations, warranties, covenants or agreements of First Northern contained in this Agreement to the extent that such representations, warranties, covenants or agreements expressly refer to the First Northern Disclosure Schedule. (b) Contemporaneously with the execution and delivery of this Agreement, Mutual is delivering to First Northern the Mutual Disclosure Schedule, which is accompanied by a certificate signed by the Chief Executive Officer and Secretary of Mutual stating that the Mutual Disclosure Schedule is being delivered pursuant to this Agreement and is the Mutual Disclosure Schedule referred to in this Agreement. The Mutual Disclosure Schedule is deemed to constitute an integral part of this Agreement and to modify the representations, warranties, covenants or agreements of Mutual contained in this Agreement to the extent that such representations, warranties, covenants or agreements expressly refer to the Mutual Disclosure Schedule. (c) All capitalized terms used in the Disclosure Schedules shall have the definitions specified in this Agreement. All descriptions or listings of documents contained in the Disclosure Schedules are qualified in their entirety by reference to the documents so described, true copies of which heretofore have been delivered or made available to the other. Except as expressly stated to the contrary in the Disclosure Schedules, disclosure of a fact matter or document in a Disclosure Schedule shall not be deemed to be an acknowledgment that such matter is material or outside the ordinary course of business of the disclosing party. Disclosure of any matter or event on in any Updated Seller Parties of the schedules included in Disclosure Schedule shall be deemed to cure disclosure for purposes of any failure to disclose such fact and all other schedules included therein without the need of specific cross reference or event on duplication, provided, however, that disclosure of an agreement or other document in a listing of agreements or documents without any previously delivered Seller Parties Disclosure Schedule summary or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In description of the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, substance thereof shall be deemed to be the final Updated Seller Parties Disclosure Schedule disclosure only for all purposes of this Agreement, and all references the schedule in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to which such most recent Updated Seller Parties Disclosure Schedule agreement or Seller Parties Disclosure Schedule, as applicableother document is listed.

Disclosure Schedules. Along with Buyer expressly agrees that Seller shall have the Milestone Completion Notice delivered right, from and after the execution of this Agreement but prior to the Delivery Date, (i) to qualify any representation, warranty or other provision of this agreement by the Sellers’ Representativeadding any new Disclosure Schedules, the Sellers’ Representative shall deliver whether or not this Agreement contains a reference to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties a Disclosure Schedule shall refer only in respect of such provision that is being qualified, and (ii) to (A) disclosures of actual facts contained on the Seller Parties work on, amend, and update any Disclosure Schedule attached to this Agreement; and (B) disclosures provided as of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred the execution of this Agreement or been discovered since at any time until the Effective Delivery Date, and the Updated it being expressly understood that there is no requirement that Seller Parties deliver any Disclosure Schedule shall specifically qualify by the existence Schedules to Buyer as of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes date of this Agreement, and all references failure to deliver such Disclosure Schedules to Buyer as of the date of this Agreement shall not be deemed to be a breach of the corresponding representation and warranty or other provision to the extent such Disclosure Schedules are amended and/or updated and delivered on or prior to the Delivery Date. The Disclosure Schedules shall be final and effective to qualify any representation, warranty or other provision of this Agreement as of the Delivery Date. Following the Delivery Date, but prior to the Closing, the Seller shall update the Disclosure Schedules as required; provided, that the inclusion of any disclosure, matter or item in any such new, amended and/or updated Disclosure Schedules delivered after the Delivery Date (the “Updated Disclosure Schedules”) shall not be effective to qualify any representation, warranty or other provision for purposes of determining the truth or accuracy of, or compliance with, any such representation, warranty or other provision as of the Closing. The inclusion of any information in the Disclosure Schedules, including the Updated Disclosure Schedules, will not be deemed an admission or acknowledgement that such information is required to be listed thereon. The Disclosure Schedules, including the Updated Disclosure Schedules, shall be arranged in sections corresponding to the sections contained in this Agreement. The disclosures in any section of the Disclosure Schedules, including the Updated Disclosure Schedules, shall qualify other sections in in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicableother sections.

Disclosure Schedules. Along with (a) On or prior to the Milestone Completion Notice delivered by the Sellers’ Representativedate hereof, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that Sellers have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, orand Purchaser has delivered to the Sellers, if noneschedules (in the case of the Sellers, the “Seller Parties Disclosure ScheduleSchedules”, and in the case of Purchaser, the “Purchaser Disclosure Schedules”) setting forth, among other things, facts, circumstances and events the disclosure of which are required or appropriate in relation to any or all of such Party’s covenants, representations and warranties (and making specific reference to the section of this Agreement to which such section of the Seller Disclosure Schedules or Purchaser Disclosure Schedules, as applicable, relates). (b) Any matter set forth in any Section of the Seller Disclosure Schedules or Purchaser Disclosure Schedules shall be deemed set forth in all other Sections of the Seller Disclosure Schedules or Purchaser Disclosure Schedules, as the case may be, so long as the relevance of such matter to such other Section of the Seller Disclosure Schedules or Purchaser Disclosure Schedules, as applicable, is readily apparent on its face without further inquiry. The inclusion of any information (including dollar amounts) in any Section of the Seller Disclosure Schedules or Purchaser Disclosure Schedules shall not be deemed to be an admission or acknowledgment by any Party that such information is required to be listed in such Section of the final Updated Seller Parties Disclosure Schedule Schedules or Purchaser Disclosure Schedules or is material to or outside the ordinary course of the business of the Sellers or Purchaser, as the case may be. Matters reflected in the Seller Disclosure Schedules or Purchaser Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Seller Disclosure Schedules or Purchaser Disclosure Schedules; such additional matters are set forth for all informational purposes only and do not necessarily include other matters of a similar nature. In addition, the Sellers may include in the Seller Disclosure Schedules disclosure with respect to items that would not have a Material Adverse Effect within the meaning of such term, and any such inclusion shall not be deemed to be an acknowledgement by the Sellers that such items, or any of them, represent material exceptions, are reasonably likely to result in a Material Adverse Effect or further change, amend or define the meaning of the term “Material Adverse Effect” for purposes of this Agreement. The information contained in this Agreement, the Schedules and Exhibits hereto, the Seller Disclosure Schedules and the Purchaser Disclosure Schedules is disclosed solely for purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule no information contained herein or therein shall be deemed to refer be an admission by any Party to such most recent Updated Seller Parties Disclosure Schedule any third party of any matter whatsoever (including any violation of Law or Seller Parties Disclosure Schedule, as applicablebreach of contract).

Disclosure Schedules. Along The Schedules referred to herein (other than the Schedule of Purchasers) refer to the Disclosure Schedules attached to a letter to be delivered to each Purchaser as set forth herein. The Company shall deliver Disclosure Schedules to each Purchaser promptly following the execution of this Agreement, together with any underlying documents referred to that have not yet been delivered to the Milestone Completion Notice delivered by Majority Purchasers. The Majority Purchasers shall have the Sellers’ Representativeright to review and comment on the Disclosure Schedules for a period of 48 hours after delivery thereof the Disclosure Schedules If within such 48 hour period, the Sellers’ Representative Company and the Majority Purchasers have not mutually agreed to the form and substance of such Disclosure Schedules, each of the Company and the Majority Purchaser shall have the right to terminate this Agreement without any further liability on the part of any party hereto. The parties shall act reasonably and negotiate in good faith to resolve any disagreement with respect to the Disclosure Schedules within such 48 hour period. In the event that the Company and the Majority Purchasers agree upon final Disclosure Schedules, the Company shall deliver to Purchaser an Updated Seller Parties such Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule Schedules attached to this Agreement; a letter to each Purchaser and (B) disclosures of actual facts in existence such final Disclosure Schedules shall be deemed to have been delivered on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties this Agreement. Nothing in any Disclosure Schedule shall specifically qualify by be adequate to disclose an exception to a representation or warranty made in this Agreement unless such Disclosure Schedule identifies the exception with particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be adequate to disclose an exception to a representation or warranty made in this Agreement, unless the representation or warranty has to do with the existence of the facts document or events set forth therein (but not otherwise limit other item itself. No exceptions to any representations or modify) warranties disclosed on one Disclosure Schedule shall constitute an exception to any of the other representations and or warranties made in this Agreement. No disclosure Agreement unless the substance of a fact or event such exception is disclosed as provided herein on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose each such fact or event on any previously delivered Seller Parties other applicable Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties a specific cross-reference to a disclosure on another Disclosure Schedule is not delivered made or the applicability of such disclosure to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties another Disclosure Schedule delivered to Purchaser, or, if none, is clearly evident on the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties face of such Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement (without reference to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicable.any underlying document). * * * * *

Disclosure Schedules. Along ‌ (a) By no later than 5:00 p.m. Eastern time on October 17, 2018 (the “Disclosure Schedules Exchange Date”), Sellers and the Company will deliver in writing to Buyer and the SPAC for their review and comments a completed draft of the Company Disclosure Schedules, and will deliver (or caused to be delivered or made available to) promptly to Buyer and the SPAC copies of contracts, leases and other documentation and information requested by Buyer and the SPAC with respect to information and disclosure reflected in the Company Disclosure Schedules. If Buyer or the SPAC has comments with respect to, or disagrees with the Milestone Completion Notice contents of, any of the Company Disclosure Schedules, the Parties will work in good faith to resolve promptly such comments, disagreements or additions. (b) By no later than 5:00 p.m. Eastern time on October 17, 2018, Buyer and the SPAC will deliver in writing to the Company and Sellers for their review and comments a completed draft of the Buyer Disclosure Schedules, and will deliver (or caused to be delivered or made available to) promptly to the Company and Sellers copies of contracts, leases and other documentation and information requested by the Sellers’ RepresentativeCompany and Sellers with respect to information and disclosure reflected in the Buyer Disclosure Schedules. If the Company or Sellers has comments with respect to, or disagrees with the contents of, any of the Buyer Disclosure Schedules, the Sellers’ Representative shall deliver Parties will work in good faith to Purchaser an Updated Seller Parties resolve promptly such comments, disagreements or additions. (c) Company and Sellers agree to submit the Company Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only Schedules to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, Buyer and the Updated Seller Parties SPAC no later than October 24, 2018 (the “Disclosure Schedule shall specifically qualify Schedules Submission Deadline”). If the Company and Sellers do not submit the Company Disclosure Schedules to Buyer and the SPAC by the existence of Disclosure Schedules Submission Deadline, then either Buyer or the facts SPAC may terminate this Agreement pursuant to Section 8.1(d) below. Buyer and the SPAC agree to submit the Buyer Disclosure Schedules to the Company and Sellers no later than the Disclosure Schedules Submission Deadline. If Buyer and the SPAC do not submit the Buyer Disclosure Schedules to the Company and Sellers by the Disclosure Schedules Submission Deadline, then either the Company or events set forth therein Sellers may terminate this Agreement pursuant to Section 8.1(f) below. (d) If this Agreement is not terminated pursuant to Sections 8.1(d) or 8.1(f) below, from time to time between the Disclosure Schedules Submission Deadline and prior to the Closing, the Company and Sellers will have the right (but not otherwise limit the obligation) to supplement or modify) amend the Company Disclosure Schedules with respect to any matter arising or of which it becomes aware after the Agreement Date (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement will not be deemed to have cured any inaccuracy in, or breach of, any representation or warranty of the representations and warranties made Company or Sellers contained in this Agreement. No disclosure , including for purposes of a fact the indemnification or event on any Updated Seller Parties Disclosure termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.1 or Section 7.2 have been satisfied; provided, however, that if Buyer or the SPAC has the right to, but does not elect to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule shall Supplement, then Buyer and the SPAC will be deemed to cure have irrevocably waived any failure right to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in terminate this Agreement with respect to the Updated Seller Parties Disclosure all disclosures in such Schedule shall be deemed Supplement and, further, will have irrevocably waived its right to refer indemnification under Section 9.1(b) with respect to all disclosures in such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicableSupplement.

Disclosure Schedules. Along with On or before the Milestone Completion Notice 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 7.5, (ii) the Company has delivered to Parent the Company Disclosure Schedule, accompanied by a certificate signed by the Sellers’ Representativechief financial officer of the Company stating the Company Disclosure Schedule has been delivered pursuant to this Section 7.5, and (iii) the Company has delivered to Parent and Digital Canal the Transferred Divisions Disclosure Schedule, accompanied by a certificate signed by the chief financial officer of the Company stating the Transferred Divisions Disclosure Schedule has been delivered pursuant to this Section 7.5. The Parent Disclosure Schedule, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Company Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on and the Seller Parties Transferred Divisions Disclosure Schedule attached are collectively referred to herein as the "Disclosure Schedules." The Disclosure Schedules shall be deemed to constitute an integral part of this Agreement; Agreement and (B) to modify the respective representations, warranties, covenants or agreements of the parties hereto contained herein and the Sale Agreement to the extent that such representations, warranties, covenants or agreements expressly refer to the Disclosure Schedules. Anything to the contrary contained herein or in the Disclosure Schedules notwithstanding, any and all statements, representations, warranties or disclosures of actual facts set forth in existence the Disclosure Schedules delivered on or before the date of such Updated Seller Parties Disclosure Schedule that hereof shall be deemed to have occurred or been discovered since the Effective Date, made on and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence as of the facts date hereof. From time to time prior to the Closing, the parties shall promptly supplement or events set forth therein (but not otherwise limit amend the Disclosure Schedules with respect to any matter, condition or modify) any of occurrence hereafter arising affecting the representations and warranties made contained herein and in the Sale Agreement, respectively, 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 and the Sale Agreement. No disclosure of a fact supplement or event on any Updated Seller Parties Disclosure Schedule amendment shall be deemed to cure any failure to disclose such fact breach of any representation or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references warranty made in this Agreement to and in the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule Sale Agreement, respectively, or Seller Parties Disclosure Schedule, as applicablehave any effect for the purpose of determining satisfaction of the conditions set forth in Section 8.2(b) or 8.3(b).

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred or been discovered arisen since the Effective Date, and the Updated Seller Parties time such Disclosure Schedule was initially delivered. Purchaser shall specifically qualify by have a period that ends on October 3, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made “Schedule Review Period”). Any disclosure in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in have irrevocably waived any right to terminate this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer with respect to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedulematter and, as applicablefurther, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred or been discovered arisen since the Effective Date, and the Updated Seller Parties time such Disclosure Schedule was initially delivered. Purchaser shall specifically qualify by have a period that ends on October 3, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made “Schedule Review Period”). Any disclosure in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter. Notwithstanding any of the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references foregoing in this Agreement Section 6.15, Seller shall deliver to Purchaser on the Updated Seller Parties 6th Amendment Date the 6th Amendment Disclosure Schedule Schedules. Any disclosure in the 6th Amendment Disclosure Schedules shall be deemed to refer have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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. (f) Section 6.17 shall be amended to such most recent Updated add the following to the end of that section: The Parties acknowledge that Seller Parties Disclosure Schedule or Seller Parties Disclosure Scheduleand its Affiliates have entered a purchase and sale agreement and related agreements (collectively, the “SMHCA Sale Agreement”) for the sale of SMHCA to a third party (the “SMHCA Purchaser”). (g) Section 7.1(e) in the Agreement shall amended and restated in its entirety as applicable.follows:

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred or been discovered arisen since the Effective Date, and the Updated Seller Parties time such Disclosure Schedule was initially delivered. Purchaser shall specifically qualify by have a period that ends on October 3, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made “Schedule Review Period”). Any disclosure in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter. Notwithstanding any of the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references foregoing in this Agreement Section 6.15, Seller shall deliver to Purchaser on the Updated Seller Parties Amendment Date the Amendment Disclosure Schedule Schedules. Any disclosure in an Amendment Disclosure Schedules shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule have cured any inaccuracy in or Seller Parties Disclosure Schedulebreach of any representation or warranty contained in this Agreement, as applicable.including for purposes 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. AMENDMENT No. 5 To Purchase And Sale Agreement

Disclosure Schedules. Along These Disclosure Schedules (these “Schedules”) have been prepared in connection with that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of May 11, 2018, among Xxxxxxxx Street Real Estate Capital, LLC, a Delaware limited liability company (the “Company”), Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx and Xxx Xxxxxxx (collectively, the “Sellers”), Colliers Investment Management Holdings, LLC, a Delaware limited liability company (the “Buyer”), and [REDACTED], in their capacity as the Seller Representatives. In accordance with the Milestone Completion Notice delivered by the Sellers’ RepresentativePurchase Agreement, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; these Schedules are incorporated and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence made a part of the facts or events Purchase Agreement as if set forth therein (in full therein. Any capitalized term used but not otherwise limit defined in these Schedules shall have the meaning set forth in the Purchase Agreement. Headings contained in these Schedules are provided for convenience only and will not affect the construction or modify) any interpretation of the representations and warranties made information contained in this these Schedules or the Purchase Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed Unless otherwise provided, references to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement “Schedule(s)” refer to the Updated Seller Parties Disclosure Schedule shall be deemed corresponding Schedules comprising these Schedules and references to “Article(s)” and “Section(s)” refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedulethe corresponding article(s) and section(s) of the Purchase Agreement. Xxxxxxxx Street Real Estate Capital, as applicable.LLC Delaware and Illinois HSRE Securities Advisors, LLC Delaware and Illinois Xxxxxxxx Street Real Estate, LLC Delaware and Illinois Xxxxxxxx Street Real Estate Management, LLC Delaware and Illinois Xxxxxxxx Street Real Estate Services, LLC Delaware and Illinois Xxxxxxxx Street Real Estate Capital Ltd United Kingdom Xxxxxxxx Street Advisors, LLC Delaware and Illinois Riverpoint, Ltd. Bermuda HSRE Securities Advisors, LLC Delaware Xxxxxxxx Street Real Estate, LLC Delaware Xxxxxxxx Street Real Estate Management, LLC Delaware Xxxxxxxx Street Real Estate Services, LLC Delaware Xxxxxxxx Street Real Estate Capital Ltd United Kingdom Xxxxxxxx Street Advisors, LLC Delaware Riverpoint, Ltd. Bermuda

Disclosure Schedules. Along Attached hereto is a schedule of disclosures and exceptions to the representations and warranties made by the Company in Article 3 hereof (the “Company Disclosure Schedule”). At any time and from time to time during the Option Period and in accordance with Section 1 of the Securities Purchase Agreement, Parent may, upon notice to the Company (a “Disclosure Schedule Request”), require the Company to prepare an updated schedule of disclosures and exceptions to the representations and warranties of the Company contained in Article 3 hereof (each such update, an “Updated Company Disclosure Schedule”), as if such representations and warranties were made as of the date of such Updated Company Disclosure Schedule, except to the extent any such representations and warranties refer expressly to an earlier date, provided, that in no event shall Parent be entitled to deliver a Disclosure Schedule Request after the Option Price Adjustment Date or, if later, the Option Expiration Date. The Company shall prepare and deliver to Parent an Updated Company Disclosure Schedule within thirty (30) days of receipt of a Disclosure Schedule Request. Pursuant to the Securities Purchase Agreement, the Company may, at its election, also provide Updated Company Disclosure Schedule(s) in connection with the Milestone Completion Notice delivered by the Sellers’ Representative, the Sellers’ Representative shall deliver to Purchaser an Loans. Any Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Company Disclosure Schedule delivered pursuant to this Section 1.1(a) shall refer only to (Ai) disclosures of actual facts contained on in the Seller Parties Company Disclosure Schedule attached to this Agreement; , and (Bii) disclosures of actual facts in existence on the date of such Updated Seller Parties Company Disclosure Schedule that have occurred or been discovered since the Effective Agreement Date, and the Updated Seller Parties Company Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) modify any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Company Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Company Disclosure Schedule or Updated Seller Parties Company Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Company Disclosure Schedule or Updated Seller Parties Company Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicable.

Disclosure Schedules. Along with (a) On the Milestone Completion Notice date hereof, (i) Centerior has delivered to Ohio Edison a Centerior Disclosure Schedule, accompanied by a certificate signed by the Sellers’ Representativechief financial officer of Centerior stating the Centerior Disclosure Schedule is being delivered pursuant to this Section 7.17(a), the Sellers’ Representative shall deliver and (ii) Ohio Edison has delivered to Purchaser Centerior an Updated Seller Parties Ohio Edison Disclosure Schedule. The Updated Seller Parties , accompanied by a certificate signed by the chief financial officer of Ohio Edison stating the Ohio Edison Disclosure Schedule shall refer only is being delivered pursuant to this Section 7.17(a). (Ab) disclosures of actual facts contained on the Seller Parties The Centerior Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Ohio Edison Disclosure Schedule that have occurred are collectively referred to herein as the "Disclosure Schedules." (c) (i) The Disclosure Schedules constitute an integral part of this Agreement and modify the respective representations, warranties, covenants or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence agreements of the facts parties hereto contained herein to the extent that such representations, warranties, covenants or events agreements expressly refer to the Disclosure Schedules. (ii) Anything to the contrary contained herein or in the Disclosure Schedules notwithstanding, any and all statements, representations, warranties or disclosures set forth therein (but not otherwise limit or modify) any of in the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule Schedules shall be deemed to cure have been made on and as of the date hereof. Disclosure of any failure to disclose such fact or event on any previously delivered Seller Parties matters in one part of the Centerior Disclosure Schedule or Updated Seller Parties the Ohio Edison Disclosure Schedule, any other Schedule hereto or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, in this Agreement shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes a disclosure of such matters in response to any other provision of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule (including any other part of a Centerior or Seller Parties an Ohio Edison Disclosure Schedule, as the case may be) to which such matter may be applicable.

Disclosure Schedules. Along with (a) Seller and Buyer have set forth information on the Milestone Completion Notice delivered by the Sellers’ Representative, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Disclosure Schedule and Buyer Disclosure Schedule, as applicable, in a section thereof that corresponds to the section of this Agreement to which it relates. Except with respect to matters set forth in Sections 1.01(a) Part VI, 1.01(a) Part VII, 3.16 or 3.17 of the Seller Disclosure Schedule and Sections 1.01(a) Part I or 1.01(a) Part II of the Buyer Disclosure Schedule, a matter set forth in one section of the applicable Disclosure Schedule need not be set forth in any other section of the 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 face of the information disclosed therein. The Updated parties acknowledge and agree that (i) the Seller Parties 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 refer only 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. (Ab) disclosures of actual facts contained on Seller may revise the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual reflect facts in existence on or matters arising after the date of such Updated Execution Date by delivering a revised Seller Parties Disclosure Schedule that have occurred or been discovered since to Buyer no later than the Effective fifth Business Day prior to the Closing Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by provided on the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, Execution Date shall be deemed to be the final Updated superseded by such revised Seller Parties Disclosure Schedule for all purposes of this Agreement, (and all references in this Agreement herein to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated revised Seller Parties Disclosure Schedule); provided that any matter set forth on such revised Seller Disclosure Schedule or that was not set forth on the Seller Parties Disclosure Schedule, as applicableSchedule on the Execution Date shall be disregarded for purposes of determining whether the condition set forth in Section 11.02(a) has been satisfied at Closing.

Disclosure Schedules. Along with (a) The fact that any item of information is disclosed in the Milestone Completion Notice delivered Company Disclosure Schedule or the Parent Disclosure Schedule will not be construed to mean that such information is required to be disclosed by this Agreement. Inclusion of any item in the Sellers’ RepresentativeCompany Disclosure Schedule or the Parent Disclosure Schedule will not be deemed an admission that such item is material, and inclusion of any item in the Sellers’ Representative shall deliver Company Disclosure Schedule will not be deemed an admission that such item constitutes or is reasonably likely to Purchaser an Updated Seller Parties Disclosure Scheduleresult in a Company Material Adverse Effect. The Updated Seller Parties Company Disclosure Schedule shall refer only will be arranged in separate parts corresponding to (A) disclosures of actual facts the sections contained on in Section 3, and the Seller Parties Parent Disclosure Schedule attached will be arranged in separate parts corresponding to the sections contained in Section 4. Nothing contained in the Company Disclosure Schedule or the Parent Disclosure Schedule will be construed as an admission of liability or responsibility in connection with any pending, threatened or future matter or proceeding. Matters disclosed in the Company Disclosure Schedules or the Parent Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Any 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 (B) disclosures . The information contained in these Company Disclosure Schedules is as of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since this Agreement. Without limiting the Effective Dateparties’ respective obligations under Section 5.9, each party expressly disclaims, and does not undertake, any duty or obligation to update or modify information disclosed in the Updated Seller Parties Company Disclosure Schedule shall specifically qualify Schedules and the Parent Disclosure Schedules. The information contained therein is in all events subject to the terms of this Agreement and the Confidentiality Agreement. (b) The representations and warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the existence of the facts parties in accordance with Section 9.2 without notice or events set forth therein (but not otherwise limit or modify) liability to any of other Person. In some instances, the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to may represent an allocation among the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule parties of risks associated with particular matters regardless of the Knowledge of any of the parties. Consequently, Persons other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or Seller Parties Disclosure Schedule, circumstances as applicableof the date hereof or as of any other date.

Disclosure Schedules. Along with (a) The Coyote Entities have set forth certain information in the Milestone Completion Notice delivered by Coyote Disclosure Schedule in a section thereof that corresponds to the Sellers’ RepresentativeSection or portion of a Section of this Agreement to which it relates. Notwithstanding anything to the contrary herein, a matter set forth in one section of the Sellers’ Representative shall deliver Coyote Disclosure Schedule need not be set forth in any other section of the Coyote Disclosure Schedule so long as its relevance to Purchaser an Updated Seller Parties such other section of the Coyote Disclosure Schedule or Section of this Agreement is reasonably apparent on the face of the information disclosed in such Coyote Disclosure Schedule. The Updated Seller Parties Without limiting the generality of the foregoing, the provision of monetary or other quantitative thresholds for disclosure on the Coyote Disclosure Schedule does not and shall refer only not be deemed to create or imply a standard of materiality hereunder. (Ab) disclosures Roadrunner has set forth certain information in the Roadrunner Disclosure Schedule in a section thereof that corresponds to the Section or portion of actual facts contained a Section of this Agreement to which it relates. Notwithstanding anything to the contrary herein, a matter set forth in one section of the Roadrunner Disclosure Schedule need not be set forth in any other section of the Roadrunner Disclosure Schedule so long as its relevance to such other section of the Roadrunner Disclosure Schedule or Section of this Agreement is reasonably apparent on the Seller Parties face of the information disclosed in such Roadrunner Disclosure Schedule. Without limiting the generality of the foregoing, the provision of monetary or other quantitative thresholds for disclosure on the Roadrunner Disclosure Schedule attached does not and shall not be deemed to this Agreement; and create or imply a standard of materiality hereunder. (Bc) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made The information contained in this Agreement. No disclosure of a fact or event on any Updated Seller Parties , in the Coyote Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In and in the event an Updated Seller Parties Roadrunner Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule disclosed solely for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall no information contained herein or therein will be deemed to refer be an admission by any Party to any third Person of any matter whatsoever, including (i) any violation of Law or breach of contractual obligation or (ii) that such most recent Updated Seller Parties Disclosure Schedule information is material or Seller Parties Disclosure Schedule, as applicablerequired to be provided or disclosed under this Agreement.

Disclosure Schedules. Along with the Milestone Completion Notice delivered by the Sellers’ RepresentativeThe Seller Disclosure Schedules, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Buyer Disclosure Schedule. The Updated Seller Parties Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule Schedules, Schedules and Exhibits attached to this Agreement; Agreement shall be construed with and (B) disclosures as an integral part of actual facts in existence on this Agreement to the date of such Updated Seller Parties Disclosure Schedule that have occurred or same extent as if the same had been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (verbatim herein. Any capitalized terms used in any Exhibit or Schedule or in the Seller Disclosure Schedules or Buyer Disclosure Schedules but not otherwise limit or modify) any of the representations and warranties made defined therein shall be defined as set forth in this Agreement. No disclosure The representations and warranties of Seller set forth in this Agreement are made and given subject to the disclosures contained in the Seller Disclosure Schedules, and neither Seller nor any of its Affiliates shall be, or deemed to be, in breach of any such representations and warranties (and no claim shall lie in respect thereof) in respect of any such matter so disclosed in the Seller Disclosure Schedules. The representations and warranties of Seller and Buyer made as of a fact specified date shall be made only as of the date specified. Where only brief particulars of a matter are set out or event on any Updated referred to in the Seller Parties Disclosure Schedules or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. Inclusion of information in the Seller Disclosure Schedules will not be construed as an admission that such information is material to the business, operations or condition (financial or otherwise) of the Business. The Seller Disclosure Schedules and the Buyer Disclosure Schedules have been arranged for purposes of convenience in separately titled Schedules corresponding to the Sections of this Agreement, however, each Schedule of the Disclosure Schedules shall be deemed to cure incorporate by reference all information disclosed in any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure other Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, of the Seller Parties Disclosure Schedule, shall be deemed to be Schedules or the final Updated Seller Parties Buyer Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement Schedules to the Updated Seller Parties Disclosure Schedule shall be deemed to refer extent it is reasonably apparent on its face that the disclosure of such matter is applicable to such most recent Updated Schedule of the Seller Parties Disclosure Schedule Schedules or Seller Parties the Buyer Disclosure Schedule, as applicableSchedules.

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have 15 days following Seller’s last delivery of a Disclosure Schedule or been discovered since Schedule Supplement, and in no event later than 45 days after the Effective Date, to review all such Disclosure Schedules and Schedule Supplements; provided, however, Seller shall have the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein right (but not otherwise limit or modifythe obligation) any 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 representations and warranties made following day (such 45-day period, as the same may be shortened in accordance with the provisions of this Agreementsentence, the “Schedule Review Period”). No Any disclosure of in a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in have irrevocably waived any right to terminate this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer with respect to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedulematter and, as applicablefurther, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Along with The information contained in this Agreement and the Milestone Completion Notice delivered by the Sellers’ RepresentativeSeller Disclosure Schedules, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties Blocker Company Disclosure Schedule. The Updated Seller Parties Schedules, the Target Company Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, Schedules and the Updated Seller Parties Purchaser Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein Schedules (but not otherwise limit or modify) any of the representations and warranties made in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Noticecollectively, the most recent Updated Seller Parties “Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule Schedules”) attached hereto is disclosed solely for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule no information contained herein or therein shall be deemed to refer be an admission by any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, (a) the information and disclosures contained in any section of the Seller Disclosure Schedules, the Blocker Company Disclosure Schedules and the Target Company Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in any other section of the Seller Disclosure Schedules, the Blocker Company Disclosure Schedules or the Target Company Disclosure Schedules as though fully set forth in such most recent Updated Seller Parties section of the Disclosure Schedule Schedules for which applicability of such information and disclosure is readily apparent on its face and (b) the information and disclosures contained in any section of the Purchaser Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in any other section of the Purchaser Disclosure Schedules as though fully set forth in such section of the Disclosure Schedules for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in any section of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or Seller Parties Disclosure Schedule, as applicable“Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Schedules. Along with (a) The Polycom Companies and Seller have prepared the Milestone Completion Notice delivered by the Sellers’ Representativeschedules to Article 3 and Article 4 attached to this Agreement (individually, a “Schedule” (as applicable) and collectively, the Sellers’ Representative shall deliver to Purchaser an Updated Seller Parties “Polycom Disclosure Schedule”) and delivered them to Buyer on the Agreement Date. Any information disclosed in a Schedule shall be deemed to be disclosed to Buyer 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 Updated Seller Parties Polycom Disclosure Schedule shall refer only to (A) disclosures of actual facts contained on not vary, change or alter the Seller Parties Disclosure Schedule attached to this Agreement; and (B) disclosures of actual facts in existence on the date of such Updated Seller Parties Disclosure Schedule that have occurred or been discovered since the Effective Date, and the Updated Seller Parties Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) any language of the representations and warranties made contained in this Agreement except as expressly contemplated by this Agreement. No disclosure Neither the specification of any dollar amount in any representation, 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 this Agreement. The Polycom Disclosure Schedule is incorporated herein and expressly made a fact or event part of this Agreement as though completely set forth herein. (b) 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 any Updated Seller Parties Disclosure the Agreement Date. Any information disclosed in a Buyer Schedule shall be deemed to cure any failure be disclosed to disclose such fact or event Seller with respect to each other representation and warranty in Article 5 on any previously delivered Seller Parties each other Buyer Schedule of the Buyer Disclosure Schedule or Updated Seller Parties Disclosure Schedule, to the extent that such disclosure contains such information so as to enable a reasonable person to determine that such disclosure qualifies or otherwise amend any previously delivered Seller Parties applies to such representation or warranty. The Buyer Disclosure Schedule shall not vary, change or Updated Seller Parties Disclosure Schedulealter the language of the representations and warranties contained in this Agreement. In Neither the event an Updated Seller Parties specification of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Buyer 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 delivered 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 Purchaser with whether any obligation, item or matter not described herein or included in the Milestone Completion Notice, the most recent Updated Seller Parties Buyer Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule is or is not material for all purposes of this Agreement, . The Buyer Disclosure Schedule is incorporated herein and all references in expressly made a part of this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicablethough completely set forth herein.

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred or been discovered arisen since the Effective Date, and the Updated Seller Parties time such Disclosure Schedule was initially delivered. Purchaser shall specifically qualify by 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 existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made “Schedule Review Period”). Any disclosure in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in have irrevocably waived any right to terminate this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer with respect to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedulematter and, as applicablefurther, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Along At any time during the Option Period (but not more than twice in any 12-month period), DTS may, upon notice to Avica (a “Disclosure Schedule Request”), require Avica to prepare an updated schedule of disclosures and exceptions to the representations and warranties of Avica contained in the Asset Purchase Agreement, together with the Milestone Completion Notice delivered updated Asset Schedules and updates to such other schedules as are contemplated by the Sellers’ RepresentativeAsset Purchase Agreement (collectively, an “Updated Avica Disclosure Schedule”), as if such representations, warranties and disclosures were made as of the Sellers’ Representative date of such Updated Avica Disclosure Schedule, except to the extent any such representations and warranties refer expressly to an earlier date, provided, that in no event shall DTS be entitled to deliver a Disclosure Schedule Request after the Option Expiration Date. Avica shall prepare and deliver to Purchaser DTS an Updated Seller Parties Disclosure Schedule. The Updated Seller Parties Avica Disclosure Schedule within thirty (30) days of receipt of a Disclosure Schedule Request. An Updated Avica Disclosure Schedule delivered pursuant to this Section 1.1(b) shall refer only to (Ai) disclosures of actual facts contained on in the Seller Parties Avica Disclosure Schedule attached to this Agreement; the Asset Purchase Agreement as of the Form Agreement Date, and (Bii) disclosures of actual facts in existence on the date of such Updated Seller Parties Avica Disclosure Schedule that have occurred or been discovered since the Effective Form Agreement Date, and the Updated Seller Parties Avica Disclosure Schedule shall specifically qualify by the existence of the facts or events set forth therein (but not otherwise limit or modify) modify any of the representations and warranties made in this the Asset Purchase Agreement. No disclosure of a fact or event on any an Updated Seller Parties Avica Disclosure Schedule shall be deemed to cure any failure to disclose such fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties the Avica Disclosure Schedule, or otherwise amend any previously delivered Seller Parties Disclosure Schedule or Updated Seller Parties the Avica Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedule, as applicable.

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred or been discovered arisen since the Effective Date, and the Updated Seller Parties time such Disclosure Schedule was initially delivered. Purchaser shall specifically qualify by 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 existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made “Schedule Review Period”). Any disclosure in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in have irrevocably waived any right to terminate this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer with respect to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedulematter and, as applicablefurther, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.

Disclosure Schedules. Along with Within 30 days of the Milestone Completion Notice delivered by the Sellers’ RepresentativeEffective Date, the Sellers’ Representative Seller shall deliver to Purchaser an Updated Seller Parties as contemplated by this Agreement (i) the Disclosure Schedule. The Updated Seller Parties Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule shall refer only to which (A) disclosures of actual facts contained on the Seller Parties Disclosure Schedule attached mistakenly failed to this Agreement; and include, (B) disclosures Seller had no Knowledge of actual facts in existence on at the date of time such Updated Seller Parties Disclosure Schedule that was initially delivered or (C) have occurred or been discovered arisen since the Effective Date, and the Updated Seller Parties time such Disclosure Schedule was initially delivered. Purchaser shall specifically qualify by have a period that ends on September 26, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the existence of the facts or events set forth therein (but not otherwise limit or modify) any of the representations and warranties made “Schedule Review Period”). Any disclosure in this Agreement. No disclosure of a fact or event on any Updated Seller Parties Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to cure have cured any failure to disclose inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes 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 fact or event on any previously delivered Seller Parties Disclosure Schedule or Updated 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 Parties shall have the right (but not the obligation) to supplement or amend the Disclosure ScheduleSchedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or otherwise amend any previously delivered Seller Parties Disclosure 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 or Updated Seller Parties Disclosure Schedule. In the event an Updated Seller Parties Disclosure Schedule is not delivered to Supplement, then Purchaser with the Milestone Completion Notice, the most recent Updated Seller Parties Disclosure Schedule delivered to Purchaser, or, if none, the Seller Parties Disclosure Schedule, shall be deemed to be the final Updated Seller Parties Disclosure Schedule for all purposes of this Agreement, and all references in have irrevocably waived any right to terminate this Agreement to the Updated Seller Parties Disclosure Schedule shall be deemed to refer with respect to such most recent Updated Seller Parties Disclosure Schedule or Seller Parties Disclosure Schedulematter and, as applicablefurther, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter.