Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.

Disclosure Schedules. Certain information The Disclosure Schedules to this Agreement are a material part of this Agreement as if fully set forth in this Agreement and are intended to qualify certain representations, warranties and covenants contained in this Agreement. Pubco acknowledges and agrees that: (i) certain agreements and other matters listed in the schedules to Disclosure Schedules may not rise above thresholds of materiality or their disclosure may not otherwise be required under the terms of this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may items that are not be required to be disclosed pursuant but are disclosed, the “Informational Disclosures”), (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties, (iii) disclosures made for the purpose of any section or sections of the Disclosure Schedules will be deemed made for the purpose of all sections so long as the applicability to the other section(s) is reasonably apparent on the face of disclosure, (iv) headings will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement. The , (v) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules, and (vi) the inclusion of any matter, information shall or item in the Disclosure Schedules will not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as by any party hereto to any defense available to, MPT Parties third party or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, howeverotherwise imply, that any such matter, information or item is material or creates a measure for materiality for the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date purposes of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedAgreement.

Disclosure Schedules. Certain information set forth Inclusion of a matter in any section of the Disclosure Schedules in relation to a representation, warranty, or covenant which addresses matters having a material adverse effect, or which is qualified by materiality, shall not be deemed an indication that such matter does or does not, or may or may not, have a material adverse 84 effect, or that such matter is or is not material. Likewise, the inclusion of a matter in any section of the Disclosure Schedules in relation to a representation or warranty shall not be deemed an indication that such matter necessarily would or would not, or may or may not, breach such representation or warranty absent its inclusion on such section of the Disclosure Schedules. Neither the specification of any dollar amount in the schedules representations and warranties contained in the Agreement nor the inclusion of any specific item in any Disclosure Schedule is intended to imply that such amounts (or any higher or lower amounts), or the items so included in such Disclosure Schedule (or any other items), in each case, are or are not material or within or outside the ordinary course of business. The Parties acknowledge and agree that (a) the inclusion of any item, information or other matter in the Disclosure Schedules that is not required by this Agreement (as may to be amended from time to time by a Schedule Supplement, the “Schedules”) so included is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The the convenience of Buyer, (b) the disclosure by Seller of any item, information or other matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgment acknowledgement by Seller that such item, information or other matter is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in terms of this Agreement or that such item, information or other matter is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of Article III reasonably apparent from the face of such disclosure, such item or information shall be deemed to be have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and incorporated into any other warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules where for convenience of reference only, (e) the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule Disclosure Schedules are qualified in their entirety by reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date specific provisions of this Agreement until the Closing Date, and (af) the Xxxxxx Health Parties Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall amend and/or supplement the Schedules to reflect (i) any deficiencies not be construed as broadening or inaccuracies in such Schedule arising out constituting, representations, warranties or covenants of circumstances or matters occurred or existed at or prior Seller except as and to the date hereof, and (ii) any deficiencies or inaccuracies extent provided in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any this Agreement. The information in any representation or warranty contained in any of such the Disclosure Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered is provided solely for purposes of establishing whether making disclosures to Buyer under the Agreement. Seller does not assume any responsibility to any Person that is not a party to the Agreement for the accuracy or completeness of any information therein. Except for the Parties, without the prior written consent of Seller, no Person may rely on the Disclosure Schedules for any purpose. In disclosing such information, Seller does not waive any attorney-client privilege to the closing conditions set forth extent applicable to such information or any protection afforded by the work-product doctrine to the extent applicable to any of the matters disclosed in Section 6.1 these Schedules. Any item or Section 6.2 have been satisfiedinformation disclosed in the Disclosure Schedules shall be subject to the terms of the Confidentiality Agreement.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and Disclosure Schedules may not be required to be disclosed pursuant to this Agreement. The disclosure Any such information is included solely for informational purposes, and the inclusion of any such information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with enlarge, enhance or diminish any of the representations and or warranties made by of Sellers in the MPT Parties Agreement or otherwise alter in any way the Xxxxxx Health Partiesterms of this Agreement. Neither the specifications of any dollar amount in any representation, as applicable, warranty or covenant contained in this Agreement or nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such information is materialamount, nor or higher or lower amounts, or the item so included or other items, are or are not material or constitute or do not constitute a Business Material Adverse Effect or are or are not in the Ordinary Course unless otherwise called for by any such Disclosure Schedule, and no party shall such information be deemed to establish a standard use the fact of materiality, nor shall it be deemed an admission the setting forth of any liability of, such amount or concession the inclusion of any such item in any dispute or controversy between the parties as to whether any defense available toobligation, MPT Parties item or the Xxxxxx Health Parties, matter not described herein or their respective Affiliates, as applicable. The section number headings included in the Disclosure Schedules correspond is or is not material or constitute or do not constitute a Business Material Adverse Effect or are or are not Ordinary Course for purposes of this Agreement except as otherwise called for by the Disclosure Schedule. All items included, described or referred to in any Disclosure Schedule or updated Disclosure Schedule at or prior to the section numbers in this Agreement and any information disclosed in any section of the Schedules Closing shall be deemed for all purposes to be have been disclosed to Purchasers and incorporated into any other section of to have been included in the Disclosure Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts delivered to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed Purchaser at or prior to the date hereofof this Agreement for all purposes, including modifying all representations, warranties and (ii) any deficiencies or inaccuracies in covenants to which such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, Disclosure Schedules relate and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedArticle XII and XIV.

Disclosure Schedules. Certain The Parties acknowledge and agree that each Party has or may have set forth information in the Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the schedules Schedules need not be set forth in full in any other section of the Schedules so long as its relevance to such other section of the Schedules or section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made and the Schedule which does not contain the full disclosure expressly cross-references the Schedule which contains full disclosure of the information and provides a summary describing the relevance of such information for purposes of such Schedule. The Parties acknowledge and agree that (i) the Schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included include certain items and information solely for informational purposes for the convenience of Buyer or Seller and may not be required to be disclosed pursuant to this Agreement. The (ii) the disclosure by Buyer or Seller of any information matter in the Schedules shall not be deemed to constitute an acknowledgment by Buyer or Seller that such information the matter is required to be disclosed in connection with by the terms of this Agreement or that the matter is material. The disclosure by Seller of any information or other matter on any Schedule qualifying the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers Seller in this Agreement and any information disclosed the other Transaction Documents shall not in any section of the Schedules shall be deemed to be disclosed and incorporated into way exculpate, limit or relieve any obligation or liability (including any indemnification obligation) which Seller has under any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date provision of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior except to the date hereof, and (iiextent properly incorporated by reference in the Schedule pertaining to such other provision) or any deficiencies other Transaction Document or inaccuracies in such Schedule arising out connection with a breach of circumstances this Agreement or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules other Transaction Document including liability with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedall Retained Obligations.

Disclosure Schedules. Certain information Neither these Schedules nor any disclosure made in or by virtue of them constitutes or implies any representation, warranty, or covenant by Seller not expressly set forth out in the schedules to this Agreement (as Agreement, and neither these Schedules nor any such disclosure has the effect of, or may be amended construed as, adding to, broadening, deleting from time to time by a or revising the scope of any of the representations, warranties, or covenants of Seller in the Agreement. Any item or matter disclosed or listed on any particular Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required deemed to be disclosed pursuant or listed on any other Schedules to this the extent it is clearly relates or is applicable to, or is (or would be) properly disclosed under, such other Schedule or the section of the Agreement to which such other Schedule corresponds, notwithstanding the fact that the Schedules are arranged to correspond to the sections of the Agreement, that a particular section of the Agreement makes reference to a particular Schedule, or that a particular representation, warranty or covenant in the Agreement may not make reference to a Schedule. Matters reflected in these Schedules are not necessarily limited to matters required by the Agreement to be reflected in these Schedules. The disclosure fact that any item of information is contained herein is not an admission of liability under any information shall applicable Law, and does not be deemed to constitute an acknowledgment mean that such information is required to be disclosed in connection with the representations and warranties made or by the MPT Parties or the Xxxxxx Health PartiesAgreement, as applicable, in this Agreement or that such information is material, nor shall such but rather is intended only to qualify the representations, warranties and covenants in the Agreement and to set forth other information be deemed to establish a standard of materiality, nor shall it be deemed an admission required by the Agreement. Neither the specification of any liability ofdollar amount in any representation, warranty or covenant contained in the Agreement nor the inclusion of any specific item in these Schedules is intended to imply that such amount, or concession a higher or lower amount, or the item so included, or any other item, is or is not material, and no Person shall use the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between or among the parties to the Agreement as to whether any defense available toobligation, MPT Parties item or matter not described herein or included in these Schedules is or is not material for purposes of the Agreement. The information set forth on the Schedules shall not be used as a basis for interpreting the terms “material,” “materially,” “materiality,” “Material Adverse Effect,” or any similar qualification in the Agreement. Neither the specification of any item or matter in any representation, warranty or covenant contained in the Agreement nor the inclusion of any specific item in these Schedules is intended to imply that such item or matter, or another item or matter, is or is not in the ordinary course of business, and no Person shall use the setting forth or the Xxxxxx Health Partiesinclusion of any such item or matter in any dispute or controversy between or among the parties to the Agreement as to whether any obligation, item or their respective Affiliates, as applicable. The section number headings matter described or not described herein or included or not included in these Schedules is or is not in the ordinary course of business for purposes of the Agreement. Headings have been inserted in these Schedules correspond for reference only and do not amend the descriptions of the disclosed items set forth in the Agreement. Where a reference is made to a section or exhibit, such reference shall be to a section of or exhibit to the section numbers Agreement unless otherwise indicated. Whenever the words “include,” “includes,” or “including” are used in this Agreement and any information disclosed in any section of the Schedules these Schedules, they shall be deemed to be disclosed and incorporated into any other section of followed by the Schedules where the relevance of such disclosure is reasonably apparent on its face, words “without limitation,” whether or not there is a schedule reference they are in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each fact followed by those words or words of the like import. The following Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.constitute Disclosure Schedules:

Disclosure Schedules. Certain information set forth agreements and other matters are listed in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely Schedules for informational purposes and may only, notwithstanding the fact that, because they do not be rise above applicable materiality thresholds or otherwise, they are not required to be disclosed pursuant to listed herein by the terms of this Agreement. The disclosure In no event shall the listing of such agreements or other matters in the Schedules be deemed or interpreted to broaden or otherwise amplify Seller’s representations and warranties, covenants or agreements contained in this Agreement or in any Ancillary Document, and nothing in the Schedules shall influence the construction or interpretation of any information of the representations and warranties contained in this Agreement or in any Ancillary Document. The headings contained in the Schedules are for convenience of reference only and shall not be deemed to constitute modify or influence the interpretation of the information contained in the Schedules or the Agreement. Furthermore, the disclosure of a particular item of information in the Schedules shall not be taken as an acknowledgment admission by Seller that such information disclosure is required to be disclosed in connection with made under the terms of any of such representations and warranties made warranties. Disclosure of any fact or item in any Schedule hereto referenced by the MPT Parties or the Xxxxxx Health Parties, as applicable, a particular section in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be have been disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other section in this Agreement if such disclosure specifically references such other section of this Agreement. The specification of any Euro amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any Schedules hereto is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter that, if existing not described herein or occurring at or prior to the date hereof, would have been required to be set forth or described on such included in a Schedule is or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered not material for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedthis Agreement.

Disclosure Schedules. Certain The inclusion of any information set forth in the schedules to this Agreement Edge Schedule or the Parent Schedule (as may be amended from time to time by a Schedule Supplementcollectively, the “Disclosure Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Disclosure Schedules, that such information is required to be disclosed listed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement Disclosure Schedules or that such information is materialitems are material to Parent, Sub or Edge, as the case may be, nor shall such information the specification of any dollar amount in the Disclosure Schedules be used in any dispute or controversy between the parties to determine whether any obligation, item or matter (whether or not described herein or included in any Disclosure Schedule) is or is not material for purposes of this Agreement. The headings, if any, of the individual sections of each of the Disclosure Schedules are inserted for convenience only and shall not be deemed to establish constitute a standard part thereof or a part of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicablethis Agreement. The section number headings Disclosure Schedules are arranged in the Schedules correspond sections corresponding to the section numbers those contained in Article II and Article III hereof merely for convenience. The parties acknowledge that this Agreement and any information disclosed requires the inclusion (i) in any each separate section of the Schedules shall Edge Schedule the disclosure of all information called for by the corresponding section of Article II, without regard for the fact that the same information may be deemed to called for in two or more sections of Article II and therefore should be disclosed and incorporated into any other section on two or more sections of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofEdge Schedule, and (ii) any deficiencies in each separate section of the Parent Schedule the disclosure of all information called for by the corresponding section of Article III, without regard for the fact that the same information may be called for in two or inaccuracies more sections of Article III and therefore should be disclosed on two or more sections of the Parent Schedule. Notwithstanding the foregoing (y) if despite Edge’s reasonable good faith efforts to comply with such requirement, Edge includes disclosure of certain information in one or more but less than all sections of the Edge Schedule that call for the disclosure of such Schedule arising out information, and the relevance of circumstances or matters the information to the section(s) in which first occurred or arose after it is not disclosed is reasonably apparent on the date face of hereof, the disclosure in the section(s) where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2information is disclosed, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement then Edge shall be deemed to cure any breach or have disclosed such information in the sections of the Edge Schedule where such information is not disclosed and the failure of Edge to include such information in the appropriate section(s) of the Edge Schedule shall not constitute an inaccuracy of a representation or breach of warranty, covenant and (z) if despite Parent’s reasonable good faith efforts to comply with such requirement, Parent includes disclosure of certain information in one or agreement more but less than all sections of the Parent Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the section(s) where such information is disclosed, then Parent shall be deemed to have disclosed such information in the sections of the Parent Schedule where such information is not disclosed and the failure of Parent to include such information in the appropriate section(s) of the Parent Schedule shall not constitute an inaccuracy of representation or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes breach of establishing whether or not the closing conditions warranty. The Disclosure Schedules include matters set forth in Section 6.1 documents referenced in the Schedules but do not purport to disclose any agreements, contracts or Section 6.2 have been satisfiedinstruments entered into pursuant to the terms of this Agreement.

Disclosure Schedules. Certain The Parties acknowledge and agree that (a) the inclusion of any items or information set forth in the schedules to Disclosure Schedules that are not required by this Agreement (as may to be amended from time to time by a Schedule Supplement, the “Schedules”) so included is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any information matter in the Seller Disclosure Schedules shall not be deemed to constitute an acknowledgment indication, admission or acknowledgement by Seller that such information the matter is required to be disclosed in connection with the representations and warranties made by the MPT Parties terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the Xxxxxx Health Partiesstatements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, in this Agreement or that such information is material, nor create any covenant and shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of not expand or enlarge any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether representations or not there is a schedule reference warranties set forth in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies ARTICLE III or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofARTICLE IV, and (iih) any deficiencies or inaccuracies in such Schedule arising out of circumstances or additional matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any for informational purposes do not necessarily include other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy matters of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.similar matters. 110|

Disclosure Schedules. Each disclosure schedule delivered pursuant to this Agreement (each a “Schedule”, and collectively, the “Schedules”) shall be in writing and shall qualify this Agreement as provided herein. The Schedules are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company or Purchaser except to the extent expressly provided in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) Schedules is included solely for informational information purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure inclusion of any information an item in a Schedule as an exception to a representation or warranty shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and or warranties made of the Company or Purchaser nor shall such information constitute an admission by the MPT Parties or the Xxxxxx Health Partiesany party hereto, as applicable, in this Agreement or that such information item constitutes an item, event, circumstance or occurrence that is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond material to the section numbers in this Agreement and any information Company Group or Purchaser or constitutes a Material Adverse Effect or Purchaser Material Adverse Effect. Any fact or item that is disclosed in any section Schedule in a way as to make its relevance or applicability to information called for by any other Schedule reasonably apparent on the face of the Schedules such disclosure shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; providedSchedule, however, that notwithstanding the parties shall use their reasonable efforts to include such applicable schedule omission of a reference or cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its facereference thereto. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure Disclosure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules allegations with respect to any alleged breach, violation or default under any contractual or other matter thatobligation, if existing or occurring at any law, is not an admission that such breach, violation or prior default has occurred. Headings and subheadings have been inserted on certain Schedules for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of such Schedules. Where the terms of a contract or other item have been summarized or described in the Schedules, such summary or description does not purport to be a complete statement of the material terms of such contract or other item, and, all such summaries and descriptions are qualified in their entirety by reference to the date hereofcontract or item being summarized and/or described. The information provided in the Schedules is being provided solely for the purpose of making disclosures to Purchaser and the Company under this Agreement. In disclosing this information, would have been required none of the Company, Purchaser or Merger Sub waives, and each expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment the matters disclosed or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfieddiscussed therein.

Disclosure Schedules. Certain information The Schedules to this Agreement are arranged to correspond to the sections contained in this Agreement. Any matter set forth in any Schedule shall be deemed set forth in all other sections of such disclosure schedule to the schedules extent, but only to the extent, that the relevance or applicability of such matter to such other sections of such disclosure schedule is readily apparent on the face of such disclosure, whether or not a specific cross-reference appears in such disclosure schedule. The inclusion of any information (including dollar amounts) in any section of such disclosure schedule (a) shall not be deemed to be an admission or acknowledgment that such information is required to be listed in such section or is material to or outside the Ordinary Course of Business and (b) shall not be deemed to establish a standard of materiality (and the actual standard of materiality may be higher or lower than the matters disclosed by such information). The information contained in this Agreement, the Schedules and the Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party to any third party of any matter whatsoever (including any violation of applicable Law or breach of, or conflict with, any Contract). Information reflected in the Schedules is not necessarily limited to matters required by this Agreement (as may to be amended from time to time by a Schedule Supplement, reflected in the “Schedules”) . Such additional information is included solely set forth for informational purposes and may does not be required to be disclosed pursuant to this Agreementnecessarily include other matters of a similar 66 nature. The disclosure Disclosure of any such additional information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with and disclosure of such information shall not be deemed to enlarge or enhance any of the representations and or warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or otherwise alter in any way the terms of this Agreement. Inclusion of information in the Schedules shall not be construed as an admission that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond material to the section numbers in this Agreement and any information disclosed in any section business, assets, liabilities, financial position, operations or results of operations of the Schedules shall be deemed to be disclosed and incorporated into any other section of Companies and/or the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedCompany Subsidiary.

Disclosure Schedules. Certain information The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to sections of this Agreement; provided however, each section of the Disclosure Schedules will be deemed to incorporate by reference, and each representation and warranty set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes Article III and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall Article IV will be deemed to be qualified by, all information disclosed and incorporated into in any other section of the Disclosure Schedules where to the relevance of such disclosure is extent reasonably apparent on its face, whether the face of such disclosure. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the respective meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Disclosure Schedules or Exhibits is not there is a schedule reference in such other section; provided, however, intended to imply that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of amounts, or higher or lower amounts, or the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Dateitems so included, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances other items, are or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been are not required to be set forth disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no party hereto will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Disclosure Schedules or Exhibits in any dispute or controversy among the parties hereto as to whether any obligation, item, or matter not described on such a or included in this Agreement or in any Disclosure Schedule or that Exhibit is necessary or is not required to complete be disclosed (including whether the amount or correct any items are required to be disclosed as material or threatened) or is within or outside of the Ordinary Course of Business for purposes of this Agreement. The information in any representation or warranty contained in any this Agreement and in the Disclosure Schedules and Exhibits hereto is disclosed solely for purposes of such Schedules (any such amendment this Agreement, and no information contained herein or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall therein will be deemed to cure be an admission by any party hereto to any third party of any matter whatsoever (including any violation of Law or breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedContract).

Disclosure Schedules. Certain information set forth The Disclosure Schedules shall be arranged in separate parts corresponding to the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes numbered and may not be required to be disclosed pursuant to lettered Sections and subsections contained in this Agreement. The disclosure of , and the information disclosed in any information numbered or lettered part shall not be deemed to constitute an acknowledgment that such information is required relate to be disclosed in connection with the and to qualify other representations and warranties made by only to the MPT Parties or extent the Xxxxxx Health Parties, as applicable, applicability of such disclosure to such other representations and warranties is readily apparent on its face. If there is any inconsistency between the statements in the body of this Agreement or that such information is materialand those in the Disclosure Schedules, nor the statements in the body of this Agreement shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicablecontrol. The section number headings in the Schedules correspond to the section numbers information contained in this Agreement and the Disclosure Schedules attached hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party 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, the information disclosed and disclosures contained in any section of the Disclosure Schedules shall be deemed to be disclosed and incorporated into by reference in any other Section of the Disclosure Schedules as though fully set forth in such other section of the Disclosure Schedules where the relevance for which applicability of such 128 information and disclosure is reasonably apparent on its face, whether or not there . The fact that any item of information is a schedule reference disclosed in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each any section of the Disclosure Schedules regardless of whether the relevance of shall not be construed to mean that such disclose information is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been 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 described on “Material Adverse Effect” or other similar terms in this Agreement. Any capitalized term used in the Disclosure Schedules and not otherwise defined therein has the meaning given to such a Schedule or that is necessary to complete or correct any information term in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedthis Agreement.

Disclosure Schedules. Certain information set forth There may be included in the schedules to this Agreement Seller Disclosure Schedules or the Purchaser Disclosure Schedules (as may be amended from time to time by a Schedule Supplementcollectively, the “Disclosure Schedules”) is included solely for informational purposes items and may not be required to be disclosed pursuant to this Agreement. The information, the disclosure of which is not required either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article II, Article III or Article IV or to one or more covenants contained in Article V. Inclusion of any items or information in the Disclosure Schedules shall not be deemed to constitute be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is required “material” or is reasonably likely to be disclosed result in connection a Company Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement. The Disclosure Schedules set forth items of disclosure with specific reference to the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in particular Section and/or subsection of this Agreement to which the items or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other sectionDisclosure Schedules relates; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition information set forth in Section 6.1 one section or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior subsection pertaining to the date hereofrepresentations, would have been required to be set forth warranties and covenants of the Seller Disclosure Schedules or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplementthe Purchaser 90 Disclosure Schedules, a “Schedule Supplement”); providedas the case may be, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach apply to each other section or inaccuracy subsection thereof pertaining to representations, warranties and covenants to the extent that it is reasonably apparent that it is relevant to such other sections or subsections of a representation the Seller Disclosure Schedules or warrantythe Purchaser Disclosure Schedules, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by as the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedcase may be.

Disclosure Schedules. Certain information set forth in the The schedules, exhibits and disclosure schedules to this Agreement are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Buyer acknowledges and agrees that: (as i) certain agreements and other matters may be amended from time to time by a Schedule Supplement, listed in the “Schedules”) is included solely disclosure schedules for informational purposes and may only, as they do not be rise above applicable materiality thresholds or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed pursuant but are disclosed, the “Informational Disclosures”), (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties, (iii) disclosures made for the purpose of any section or sections of the disclosure schedules will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure, (iv) headings will not be deemed to modify or influence the interpretation of the information contained in the disclosure schedules or this Agreement. The , (v) no reference to or disclosure of any item or other matter in the disclosure schedules will be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the disclosure schedules, (vi) the inclusion of any matter, information shall or item in the disclosure schedules will not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, by Company or concession as Seller to any defense available tothird party or otherwise imply, MPT Parties that any such matter, information or item is material or creates a measure for materiality for the Xxxxxx Health Partiespurposes of this Agreement, and (vii) summaries of or references to any written document in the disclosure schedules do not purport to be complete and are qualified in their respective Affiliates, as applicableentirety by the written documents themselves. The section number Section headings in the Schedules correspond disclosure schedules have been inserted for reference only and do not amend or otherwise give meaning to the section numbers in this Agreement and any information disclosed in any section descriptions of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition items set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedtherein.

Disclosure Schedules. Certain The inclusion of any information set forth in the schedules to this Agreement Seller Schedule or the Parent Schedule (as may be amended from time to time by a Schedule Supplementcollectively, the “Disclosure Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Disclosure Schedules, that such information is required to be disclosed listed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement Disclosure Schedules or that such information is materialitems are material to Parent, Sub or GT, as the case may be, nor shall such information the specification of any dollar amount in the Disclosure Schedules be used in any dispute or controversy between the parties to determine whether any obligation, item or matter (whether or not described herein or included in any Disclosure Schedule) is or is not material for purposes of this Agreement. The headings, if any, of the individual sections of each of the Disclosure Schedules are inserted for convenience only and shall not be deemed to establish constitute a standard part thereof or a part of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicablethis Agreement. The section number headings Disclosure Schedules are arranged in the Schedules correspond sections corresponding to the section numbers in those contained herein merely for convenience. The parties acknowledge that this Agreement and any information disclosed requires the inclusion (i) in any each separate section of the Schedules shall Seller Schedule the disclosure of all information called for by the corresponding section herein, without regard for the fact that the same information may be deemed to called for in two or more sections herein and therefore should be disclosed and incorporated into any other section on two or more sections of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofSeller Schedule, and (ii) any deficiencies in each separate section of the Parent Schedule the disclosure of all information called for by the corresponding section herein, without regard for the fact that the same information may be called for in two or inaccuracies more sections herein and therefore should be disclosed on two or more sections of the Parent Schedule. Notwithstanding the foregoing (y) if despite GT’s reasonable good faith efforts to comply with such requirement, GT includes disclosure of certain information in one or more but less than all sections of the Seller Schedule that call for the disclosure of such Schedule arising out information, and the relevance of circumstances or matters the information to the section(s) in which first occurred or arose after it is not disclosed is reasonably apparent on the date face of hereof, the disclosure in the section(s) where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2information is disclosed, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement then GT shall be deemed to cure any breach or have disclosed such information in the sections of the Seller Schedule where such information is not disclosed and the failure of GT to include such information in the appropriate section(s) of the Seller Schedule shall not constitute an inaccuracy of a representation or breach of warranty, covenant and (z) if despite Parent’s reasonable good faith efforts to comply with such requirement, Parent includes disclosure of certain information in one or agreement more but less than all sections of the Parent Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the section(s) where such information is disclosed, then Parent shall be deemed to have disclosed such information in the sections of the Parent Schedule where such information is not disclosed and the failure of Parent to include such information in the appropriate section(s) of the Parent Schedule shall not constitute an inaccuracy of representation or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes breach of establishing whether or not the closing conditions warranty. The Disclosure Schedules include matters set forth in Section 6.1 documents referenced in the Schedules but do not purport to disclose any agreements, contracts or Section 6.2 have been satisfiedinstruments entered into pursuant to the terms of this Agreement.

Disclosure Schedules. Certain information These Disclosure Schedules have been prepared in connection with the Asset Purchase Agreement (the “Agreement”), dated as of June 18, 2024, by and between Toptal, LLC, a Delaware limited liability company (“Purchaser”), Growth Collective Solutions, Inc., a Delaware corporation (the “Company”), and, as to Sections 12 and 13 of the Agreement, Legion Works, Inc., a Delaware corporation (“Parent”), and constitutes the Disclosure Schedules referred to in the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure representations and warranties of the Company in Section 9 of the Agreement are made subject to the exceptions and qualifications set forth herein. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, separate representations or warranties of the Company. The section numbers used herein refer to the Sections in the Agreement. Headings and subheadings have been inserted herein for convenience of reference only and shall not have the effect of amending or changing the express description hereof as set forth in the Agreement. The inclusion of any information (including dollar amounts) in any section of these Disclosure Schedules shall not be deemed to constitute be an admission or acknowledgment by the Company that such information is required to be disclosed listed in connection with such section or is material to or outside the representations and warranties made by ordinary course of the MPT Parties or business of the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is materialCompany, nor shall such information be deemed to establish a standard of materialitymateriality (and the actual standard of materiality may be higher or lower than the matters disclosed by such information). In addition, nor matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedules. Any such additional matters are set forth for informational purposes only and do not necessarily include (and shall it not be deemed to include) other matters of a similar nature. The information contained in these Disclosure Schedules is disclosed solely for purposes of the Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any liability ofmatter whatsoever (including, without limitation, any violation of applicable law or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicablebreach of contract). The section number headings in the Schedules correspond to the section numbers in this Agreement and any Any information disclosed in these Disclosure Schedules under any section of the Schedules number shall be deemed to be disclosed and incorporated into in the Disclosure Schedules under any other section of to the Schedules where extent the relevance of such disclosure is information to such other section would be reasonably apparent on its face, whether or not there is to a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance reader of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedinformation.

Disclosure Schedules. Certain The Disclosure Schedules have been prepared in separately titled sections corresponding to sections of this Agreement for purposes of convenience; provided, that, each section of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent it is reasonably apparent on its face that such information applies to such other section of the Disclosure Schedules. The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the meaning or interpretation of the information set forth in the schedules Disclosure Schedules or this Agreement. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount in any of the representations and warranties contained in this Agreement (as may be amended from time or the disclosure of any item in any of Disclosure Schedules is not intended to time by a Schedule Supplementimply that the amounts, or higher or lower amounts, or the “Schedules”) is included solely for informational purposes and may items so disclosed, or other items, are or are not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that (including whether such information is amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no Party shall use the fact of the specification of any such amount or the fact of any such disclosure of any item in connection with any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Disclosure Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. No disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, nor shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties made set forth in this Agreement. No item disclosed in any of the Disclosure Schedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. All of the information contained in the Disclosure Schedules shall be kept strictly confidential by the MPT Parties or in compliance with the Xxxxxx Health Partiesterms of this Agreement, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and no other Person may rely on any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth therein. Moreover, in Section 6.1 disclosing the information in the Disclosure Schedules, no Seller waives any attorney-client privilege or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules work product protection associated with such information with respect to any other matter that, if existing or occurring at or prior to of the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedmatters disclosed therein.

Disclosure Schedules. Certain information set forth The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to sections of this Agreement. The disclosure ; however, each section of any information shall not the Disclosure Schedules will be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made incorporate by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any reference all information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Disclosure Schedules where to the extent the relevance of such disclosure information to such other section of the Disclosure Schedules is reasonably apparent on its faceapparent. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, whether the Disclosure Schedules or the attached exhibits is not there is a schedule reference in such other section; provided, however, intended to imply that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of amounts, or higher or lower amounts, or the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Dateitems so included, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances other items, are or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter not set forth or described included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such a Schedule agreement, document, instrument, plan, arrangement or that is necessary to complete or correct any item. The information in any representation or warranty contained in any this Agreement, in the Disclosure Schedules, and exhibits hereto is disclosed solely for purposes of such Schedules (any such amendment this Agreement, and no information contained herein or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall therein will be deemed to cure be an admission by any party hereto to any Person of any matter whatsoever, including any violation of Law or breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedcontract.

Disclosure Schedules. Certain information Reference is hereby made to that certain Securities Purchase Agreement (the “Agreement”), dated as of February 16, 2018, between AIT Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the schedules Agreement. Section references herein are to this sections of the Agreement. These Disclosure Schedules are provided on the terms and subject to the conditions of the Agreement. Any disclosure made in these Disclosure Schedules with reference to any section or schedule of the Agreement shall be deemed to be a disclosure with respect to any other section or schedule of the Agreement (as regardless of whether or not a specific cross-reference is made thereto) to the extent its relevance to such other section or schedule is reasonably apparent on its face. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in these Disclosure Schedules; these Disclosure Schedules may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may contain items that are not be material (or otherwise required to be disclosed pursuant disclosed) in order to this Agreementavoid any misunderstanding, or otherwise for informational purposes. The Accordingly, the disclosure or inclusion of information in these Disclosure Schedules (including the specification of any information dollar amount herein or in the Agreement, or the inclusion of any specific item herein) is not intended as and shall not be deemed to constitute be an acknowledgment acknowledgement or admission that any such information is required to be disclosed in connection with or is material for purposes of the representations and warranties made by set forth in the MPT Parties Agreement. Disclosure of any allegations with respect to any alleged breach, violation or the Xxxxxx Health Partiesdefault under any contractual or other obligation, as applicableor any Law, in this Agreement or is not an admission that such breach, violation or default has occurred. The information contained in these Disclosure Schedules is materialdisclosed solely for purposes of the Agreement, nor shall such and no information be deemed contained herein (including any disclosure relating to establish a standard of materiality, nor shall it be deemed an admission of any liability possible breach or violation of, or concession as conflict with, any Law or contract, and any statements with respect to any defense available tothe enforceability of contracts, MPT Parties or the Xxxxxx Health Parties, existence or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section non-existence of the Schedules third-party rights) shall be deemed to be disclosed an admission by any party to the Agreement to any third party of any matter whatsoever, or otherwise give rise to any claim or benefit to any third party. These Disclosure Schedules and incorporated into the information and disclosures contained herein are intended only to qualify the representations or warranties contained in the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties. Where the terms of a contract or other section item have been summarized or described in these Disclosure Schedules, such summary or description does not purport to be a complete statement of the Schedules where the relevance material terms of such disclosure is reasonably apparent on its facecontract or other item, whether or not there is a schedule and all such summaries and descriptions are qualified in their entirety by reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofcontract or item being summarized and/or described. The information provided in these Disclosure Schedules is being provided solely for the purpose of making disclosures to the Purchasers under the Agreement. In disclosing this information, the Company does not waive, and (ii) expressly reserves any deficiencies rights under, any attorney-client privilege associated with such information or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after any protection afforded by the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules work-product doctrine with respect to any other matter that, if existing of the matters disclosed or occurring at or prior to the date hereof, would discussed herein. The headings and introductions used in these Disclosure Schedules have been included for convenience only, and are not intended to limit the effect of the disclosures contained herein or to expand the scope of the information required to be set forth or described on such a disclosed herein. Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”3.1(a); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.

Disclosure Schedules. Certain information set forth In no event shall the listing of such agreements or other matters in the schedules Schedules be deemed or interpreted to broaden or otherwise amplify Seller Parties' representations and warranties, covenants or agreements contained in this Agreement (as may be amended from time to time by a Schedule Supplementor in any Ancillary Document, and nothing in the “Schedules”) is included solely for informational purposes Schedules shall influence the construction or interpretation of any of the representations and may not be required to be disclosed pursuant to warranties contained in this AgreementAgreement or in any Ancillary Document. The disclosure headings contained in the Schedules are for convenience of any information reference only and shall not be deemed to constitute modify or influence the interpretation of the information contained in the Schedules or this Agreement. Furthermore, the disclosure of a particular item of information in the Schedules shall not be taken as an acknowledgment admission by Seller Parties that such information disclosure is required to be made under the terms of any of such representations and warranties. Disclosure of any fact or item in any Schedule hereto referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section in connection with this Agreement if such disclosure would permit a reasonable person to find such disclosure relevant to such other Sections. The specification of any dollar amount in the representations and or warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, contained in this Agreement or the inclusion of any specific item in any Schedules hereto is not intended to imply that such information is amounts, or higher or lower amounts or the items so included or other items, are or are not material, nor and no Party shall use the fact of the setting of such information be deemed to establish a standard of materiality, nor shall it be deemed an admission amounts or the inclusion of any liability of, such item in any dispute or concession controversy as to whether any defense available toobligation, MPT Parties items or the Xxxxxx Health Parties, matter not described herein or their respective Affiliates, as applicable. The section number headings included in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule is or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered not material for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedthis Agreement.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “"Schedules”") is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Prospect Medical Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Prospect Medical Parties, or their respective Affiliates, as applicable. The section number headings Any information set forth in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any one section of the Schedules shall Schedule will be deemed to be disclosed and incorporated into any apply to other section sections of the Schedules where to which its relevance is reasonably inferable and/or apparent from the relevance face of such disclosure is reasonably apparent on its face, whether (notwithstanding the omission of a reference or not there is a schedule cross-reference in such other sectionthereto); provided, howeverthat, that the parties Parties shall use their reasonable good faith efforts to include such applicable schedule a clear reference or cross-references reference to such relevant information contained in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its faceother Schedules. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Prospect Medical Parties shall have the right to amend and/or supplement the Schedules to reflect (ia)(i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “"Schedule Supplement”"); provided, that, unless otherwise expressly agreed to in writing by the MPT Parties, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.

Disclosure Schedules. Certain In connection with the execution of this Agreement, the Company and the Sellers delivered to Buyer the Schedules setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) in response to an express disclosure requirement contained in a provision hereof or (b) as an exception to one or more representations or warranties contained in ARTICLE 3 or ARTICLE 4. The Schedules constitute an integral part of this Agreement and are hereby incorporated herein. There may be included in the Schedules and elsewhere in this Agreement items and information that are not “material,” and such inclusion will not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” and will not be used as a basis for interpreting the terms “material,” “materially,” “materiality” or any word or phrase of similar import used herein. No disclosure in the Schedules relating to a possible breach or violation of any Contract, Applicable Law or order of any Governmental Authority will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Schedules that refer to a document are qualified in their entirety by reference to the text of such document, including all listed amendments, exhibits, schedules and other attachments thereto (all of which have been provided to Buyer). Any capitalized term used in the Schedules and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, Schedules are for convenience of reference only and do not affect the “meaning or interpretation of any of the disclosures set forth in the Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information matter in any section of the Schedules will be deemed to be a disclosure by the Company and the Sellers to each other section of the Schedules to which such disclosure’s relevance is reasonably apparent on its face (without any independent knowledge on the part of the reader regarding the matter disclosed or any reference to any underlying document). The listing of any matter on the Schedules shall expressly not be deemed to constitute an acknowledgment admission by such party, or to otherwise imply, that any such information matter is required to be disclosed in connection with the representations and warranties made by the MPT Parties material or the Xxxxxx Health Parties, as applicable, falls within relevant minimum thresholds or materiality standards set forth in this Agreement or that such information is material, nor Agreement. In no event shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission the listing of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings matter in the Schedules correspond be deemed or interpreted to expand the section numbers in this Agreement and any information disclosed in any section scope of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its facerepresentations, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend warranties and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition covenants set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedthis Agreement.

Disclosure Schedules. Certain The Parties acknowledge and agree that each Party has or may have set forth information in the Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the schedules Schedules need not be set forth in full in any other section of the Schedules so long as its relevance to such other section of the Schedules or section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made and the Schedule which does not contain the full disclosure expressly cross-references the Schedule which contains full disclosure of the information and provides a summary describing the relevance of such information for purposes of such Schedule. The Parties acknowledge and agree that (i) the Schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included include certain items and information solely for informational purposes for the convenience of Buyer or Seller and may not be required to be disclosed pursuant to this Agreement. The (ii) the disclosure by Buyer or Seller of any information matter in the Schedules shall not be deemed to constitute an acknowledgment by Buyer or Seller that such information the matter is required to be disclosed in connection with by the terms of this Agreement or that the matter is material. The disclosure by Seller of any information or other matter on any Schedule qualifying the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers Seller in this Agreement and any information disclosed the other Transaction Documents shall not in any section of the Schedules shall be deemed to be disclosed and incorporated into way exculpate, limit or relieve any obligation or liability (including any indemnification obligation) which Seller has under any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date provision of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior ( except to the date hereof, and (iiextent properly incorporated by reference in the Schedule pertaining to such other provision) or any deficiencies other Transaction Document or inaccuracies in such Schedule arising out connection with a breach of circumstances this Agreement or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules other Transaction Document including liability with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedall Retained Obligations.

Disclosure Schedules. Certain The Parties acknowledge and agree that (a) the inclusion of any items or information set forth in the schedules to Disclosure Schedules that are not required by this Agreement (as may to be amended from time to time by a Schedule Supplement, the “Schedules”) so included is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any information matter in the Seller Disclosure Schedules shall not be deemed to constitute an acknowledgment indication, admission or acknowledgement by Seller that such information the matter is required to be disclosed in connection with the representations and warranties made by the MPT Parties terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the Xxxxxx Health Partiesstatements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, in this Agreement or that such information is material, nor create any covenant and shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of not expand or enlarge any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether representations or not there is a schedule reference warranties set forth in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies ARTICLE III or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofARTICLE IV, and (iih) any deficiencies or inaccuracies in such Schedule arising out of circumstances or additional matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any for informational purposes do not necessarily include other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy matters of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedsimilar matters.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this AgreementAgreement and none of Buyer or the Company makes any representations or warranties with respect thereto. The disclosure specification of any information shall dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules is not be deemed intended to constitute an acknowledgment imply that such information is the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed in connection with or are within or outside of the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement ordinary course of business or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed or is within or outside of the ordinary of business for purposes of this Agreement. Nothing in this Agreement or in the Schedules shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties Buyer or the Xxxxxx Health Parties, or their respective AffiliatesCompany, as applicable. The section number headings Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Schedule hereto is a summary only and is qualified in its entirety by the Schedules correspond to the section numbers in this Agreement and any information terms of such agreement, document, instrument, plan, arrangement or item. Any item disclosed in any section of the Schedules Schedule shall be deemed to be have been disclosed and incorporated into any other with respect to each section in this Agreement (regardless of the Schedules where whether or not such section is qualified by reference to a Schedule) if the relevance of such disclosure to such section is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that . The attachments to the parties shall use their reasonable efforts to include such applicable schedule cross-references in each Schedules form an integral part of the Schedules regardless and are incorporated by reference for all purposes as if set forth fully therein. In no event shall the listing or disclosure of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Dateany information, (a) the Xxxxxx Health Parties shall amend and/or supplement document or matter in the Schedules or in the documents referred to reflect (i) any deficiencies therein constitute or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior be deemed to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in expand any representation or warranty contained expressly set forth in this Agreement or imply any of such Schedules (any such amendment or supplementrepresentation, a “Schedule Supplement”); providedwarranty, thatundertaking, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warrantyindemnity, covenant or agreement or to satisfy any condition unless otherwise agreed to other obligation not expressly set out in writing by this Agreement (for this purpose, disregarding the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedimmediately preceding sentence).

Disclosure Schedules. Certain The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, each section of the Disclosure Schedules will be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent the relevance of such information to such other section of the Disclosure Schedules is reasonably apparent on the face of such disclosure, without any additional information being required. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts 70 or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not Disclosure Schedules will be deemed to constitute an acknowledgment that such information is required to be disclosed broaden in connection with any way the scope of the parties' representations and warranties made warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the MPT Parties terms of such agreement, document, instrument, plan, arrangement or the Xxxxxx Health Parties, as applicableitem. The information contained in this Agreement, in the Disclosure Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement Agreement, and no information contained herein or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall therein will be deemed to be disclosed and incorporated into an admission by any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts party hereto to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure Person of any condition set forth in Section 6.1 matter whatsoever, including any violation of Law or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any breach of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedcontract.

Disclosure Schedules. Certain The Disclosure Schedules shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the schedules corresponding numbered or lettered section or subsection of this Agreement, except to the extent that (a) such information is explicitly cross-referenced in another part of the Disclosure Schedules, or (b) it is reasonably apparent on the face of the disclosure (without reference to any document referred to therein) that such information qualifies another representation and warranty in this Agreement. Except as contemplated by clause (b) of the foregoing sentence, nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless the applicable part of the Disclosure Schedules identifies the exception with reasonable particularity. The mere listing of a document or other item in, or attachment of a copy thereof to, the Disclosure Schedules will not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement (as may be amended from time unless the representation or warranty pertains directly to time by a Schedule Supplementthe existence of the document or other item itself). The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the “Schedules”) Disclosure Schedules or exhibits is included solely for informational purposes and may not be intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that (including whether such information is amounts or items are required to be disclosed in connection with as material or threatened) or are within or outside of the representations ordinary course of business, and warranties made by no party shall use the MPT Parties fact of the setting of the amounts or the Xxxxxx Health Partiesfact of the inclusion of any item in this Agreement, the Disclosure Schedules, or exhibits in any dispute or controversy between the parties hereto as applicablewhether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside the ordinary course of business for purposes of this Agreement. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Disclosure Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement Agreement, and no information contained herein or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules therein shall be deemed to be disclosed and incorporated into an admission by any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts party hereto to include such applicable schedule crossany third-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure party of any condition set forth in Section 6.1 matter whatsoever (including any violation of Requirement of Law or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any breach of such Schedules (any such amendment or supplement, a “Schedule Supplement”Contract); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.

Disclosure Schedules. Certain The Disclosure Schedules have been prepared in separately titled sections corresponding to sections of this Agreement for purposes of convenience; provided, that each section of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent it is reasonably apparent on its face that such information applies to such other section of the Disclosure Schedules. The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the meaning or interpretation of the information set forth in the schedules Disclosure Schedules or this Agreement. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount in any of the representations and warranties contained in this Agreement or the disclosure of any item in any of Disclosure Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so disclosed, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no Party shall use the fact of the specification of any such amount or the fact of any such disclosure of any item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Disclosure Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. No disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, nor (except as expressly set forth in this Agreement) shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties set forth in this Agreement. Items disclosed in the Disclosure Schedules may not be limited to matters required by this Agreement to be disclosed therein and may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreementpurposes. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information No item disclosed in any section of the Disclosure Schedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. All of the information contained in the Disclosure Schedules shall be deemed to be disclosed and incorporated into kept confidential by the Parties in accordance with the Confidentiality Agreements. Moreover, in disclosing the information in the Disclosure Schedules, no Seller waives any other section of the Schedules where the relevance of attorney-client privilege or work product protection associated with such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules information with respect to any other matter that, if existing or occurring at or prior to of the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.matters disclosed therein. 108

Disclosure Schedules. Certain information set forth agreements and other matters are listed in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely Schedules and Exhibits for informational purposes and may only, notwithstanding the fact that, because they do not be rise above applicable materiality thresholds or otherwise, they are not required to be disclosed pursuant to listed herein by the terms of this Agreement. In no event shall the listing of such agreements or other matters in the Schedules or Exhibits be deemed or interpreted to broaden or otherwise amplify SELLER's representations and warranties, covenants or agreements contained in this Agreement or in any Ancillary Document. The disclosure headings contained in the Schedules and Exhibits are for convenience of any information reference only and shall not be deemed to constitute modify or influence the interpretation of the information contained in the Schedules, the Exhibits or the Agreement. Furthermore, the disclosure of a particular item of information in the Schedules or Exhibits shall not be taken as an acknowledgment admission by SELLER that such information disclosure is required to be made under the terms of any of such representations and warranties. Disclosure of any fact or item in any Schedule or Exhibit hereto referenced by a particular section in this Agreement shall be deemed to have been disclosed with respect to every other section in connection with this Agreement if such disclosure would permit a reasonable person to find such disclosure relevant to such other sections. The specification of any dollar amount in the representations and or warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, contained in this Agreement or the inclusion of any specific item in any Schedules or Exhibits hereto is not intended to imply that such information is amounts, or higher or lower amounts or the items so included or other items, are or are not material, nor and no Party shall use the fact of the setting of such information be deemed to establish a standard of materiality, nor shall it be deemed an admission amounts or the inclusion of any liability of, such item in any dispute or concession controversy as to whether any defense available toobligation, MPT Parties items or the Xxxxxx Health Parties, matter not described herein or their respective Affiliates, as applicable. The section number headings included in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that Exhibit is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered is not material for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedthis Agreement. [SIGNATURES FOLLOW ON NEXT PAGE.]

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) Disclosure Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties Company, Sellers, Buyer or the Xxxxxx Health PartiesGuarantor, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties Buyer, the Company or the Xxxxxx Health Parties, or their respective AffiliatesSellers, as applicable. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any of the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no party may use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any of the Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement. The section number headings in the Disclosure Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Disclosure Schedules shall be deemed to be disclosed and incorporated into any other section of the Disclosure Schedules where the relevance of such disclosure is reasonably readily apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each face of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfieddisclosure.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties Buyer, MergerCo or the Xxxxxx Health PartiesCompany, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties Buyer, MergerCo, the Company, the Surviving Corporation or the Xxxxxx Health Parties, or their respective AffiliatesStockholders’ Representative on behalf of the Common Equity Holders and Rollover Holders, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties Company shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 8.1 or Section 6.28.2, and (b) the Xxxxxx Health Parties Company may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules Article IV (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties Buyer or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 8.1 or Section 6.2 8.2 have been satisfied.

Disclosure Schedules. Certain information set forth in Neither the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure specification of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Disclosure Schedule hereto is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material or that such item has had or is reasonably likely to result in a material adverse effect with respect to the disclosing party, and no party shall use the fact of such Schedules (the setting forth of any such amendment amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or in any Disclosure Schedule is or is not material or that such item has had or is reasonably likely to result in a material adverse effect with respect to the disclosing party for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Disclosure Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business. Seller shall at the Closing, by notice in accordance with the terms of this Agreement, supplement, a “amend or create any Disclosure Schedule Supplement”)in order to add information or correct previously supplied information. No such amendment shall be evidence, in and of itself, that the representations and warranties in the corresponding section are no longer true and correct in all material respects; provided, thathowever, that no additionssupplemental, changesamended or additional Disclosure Schedule shall affect the representations, warranties, covenants or disclosures contained agreements of Seller set forth in any Schedule Supplement shall this Agreement or be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedthis Agreement.

Disclosure Schedules. Certain information set forth The Disclosure Schedules are arranged in sections corresponding to the schedules to Sections of this Agreement for the convenience of the Parties, and the disclosure of an item in one section of the Disclosure Schedules as an exception to a particular representation or warranty in Article III or Article IV of this Agreement shall be deemed adequately disclosed as an exception with respect to all representations and warranties in Article III and Article IV of this Agreement to the extent that the relevance of such item to such other representations or warranties is reasonably apparent on its face (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreementwithout an examination of underlying documents). The disclosure of any information Disclosure Schedules are not intended to constitute, and shall not be deemed construed as constituting, representations and warranties of Blocker or the Company. The inclusion of any item in the Disclosure Schedules is not intended to constitute an acknowledgment imply that such item so included (or any non-disclosed item or information of comparable or greater significance) is or is not required to be disclosed in connection with the representations and warranties made by Disclosure Schedules, is or is not material to the MPT Parties Seller Parties, Blocker or the Xxxxxx Health Group Companies, or is within or outside of the ordinary course of business, and no Person may use the fact of the inclusion of any item in the Disclosure Schedules in any dispute or controversy involving such Person as to whether any obligation, item or matter not included in the Disclosure Schedules is or is not required to be disclosed therein, is or is not material to the Seller Parties, as applicableBlocker or the Group Companies, or is within or outside of the ordinary course of business. The information contained in this Agreement, in the Disclosure Schedules, and the Exhibits hereto and thereto is disclosed solely for purposes of this Agreement Agreement, and no information contained herein or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall therein will be deemed to be disclosed and incorporated into an admission by any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts party hereto to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure Person of any condition set forth in Section 6.1 matter whatsoever, including any violation of any Legal Requirement or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedContractual Obligation.

Disclosure Schedules. Certain Seller and the Company have set forth certain information and other matters in the Seller Disclosure Schedule, and Purchaser has set forth certain information in the Purchaser Disclosure Schedule, in each case, in a section thereof that corresponds to the Section, or a portion of such Section, to which it relates. Notwithstanding anything herein to the contrary, if the relevance of any item, information or other matter set forth in the schedules any section of any Disclosure Schedule to this Agreement (as may any other section of such Disclosure Schedule is reasonably apparent, then such item, information or other matter shall be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required deemed to be disclosed pursuant to this Agreementagainst such other section of such Disclosure Schedule, regardless of whether such item, information or other matter is actually set forth (by cross-reference or otherwise) in such other section of such Disclosure Schedule. The disclosure Parties acknowledge and agree that (a) the inclusion of any item, information or other matter in any Disclosure Schedule that is not required by this Agreement to be so included is solely for the convenience of the other Party, (b) the disclosure by any Party of any item, information or other matter in any Disclosure Schedule shall not be deemed to constitute an acknowledgment acknowledgement by such Party that such item, information or other matter is required to be disclosed in connection with the representations and warranties made by the MPT Parties terms of this Agreement, (c) each Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement, (d) the Disclosure Schedules and the information and other matters contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations, warranties or covenants of any Party except as and to the Xxxxxx Health Parties, as applicable, extent provided in this Agreement Agreement, (e) disclosure of any item on any Disclosure Schedule shall not constitute or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability ofor indication that such item or matter is material or would have a Company Material Adverse Effect, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is imply a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date measure for materiality for purposes of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofAgreement, and (iif) any deficiencies no disclosure on a Disclosure Schedule relating to a possible breach or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure violation of any condition set forth in Section 6.1 Contract or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement Law shall be deemed to cure any construed as an admission or indication that a breach or inaccuracy of a representation violation exists or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfiedhas actually occurred.

Disclosure Schedules. Certain information set forth in Notwithstanding the schedules fact that the Disclosure Schedules are arranged by sections corresponding to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Xxxxxx Health Parties, as applicable, sections in this Agreement or that such information is material, nor shall such information be deemed to establish a standard particular section of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and any information disclosed in any makes reference to a specific section of the Disclosure Schedules and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedules, any reference in a particular section of the Disclosure Schedules shall be deemed to be disclosed and incorporated into an exception to (or, as applicable, a disclosure for purposes of) any other section of the Schedules where representations and warranties that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such disclosure representations and warranties is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance face of such disclose is reasonable apparent disclosure. The inclusion of its face. From information in the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Disclosure Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereofwill not be construed as, and (ii) any deficiencies will not constitute, an admission or inaccuracies in such Schedule arising out agreement that a violation, right of circumstances termination, default, liability or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure other obligation of any condition set forth in Section 6.1 or Section 6.2, and (b) the Xxxxxx Health Parties may amend and/or supplement the Schedules kind exists with respect to any other matter thatitem, if existing nor will it be construed as or occurring at constitute an admission or prior agreement that such information is material to any of the date hereofCompany Entities. In addition, would have been matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth or described on such a Schedule or that is necessary to complete or correct for informational purposes only. Neither the specification of any information dollar amount in any representation representation, warranty or warranty covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person will use the fact of such Schedules (the setting forth of any such amendment amount or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained the inclusion of any such item in any Schedule Supplement shall be deemed dispute or controversy between the Parties as to cure whether any breach obligation, item or inaccuracy of a representation matter not described in this Agreement or warranty, covenant included in the Disclosure Schedules is or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered is not material for purposes of establishing this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Person will use the fact of setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the closing conditions set forth Disclosure Schedules is or is not in Section 6.1 or Section 6.2 have been satisfiedthe ordinary course of business for purposes of this Agreement.

Disclosure Schedules. Certain The Disclosure Schedules have been prepared in separately titled sections corresponding to sections of this Agreement; provided that each section of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent it is reasonably apparent on its face that such information applies to such other section of the Disclosure Schedules. The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the meaning or interpretation of the information set forth in the schedules Disclosure Schedules or this Agreement. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount in any of the representations and warranties contained in this Agreement or the disclosure of any item in any of Disclosure Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so disclosed, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no Party shall use the fact of the specification of any such amount or the fact of any such disclosure of any item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Disclosure Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. No disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, nor shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties set forth in this Agreement. Items disclosed in the Disclosure Schedules may not be limited to matters required by this Agreement to be disclosed therein and may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required purposes. No item disclosed in any of the Disclosure Schedules relating to be disclosed pursuant to this Agreement. The disclosure any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. All of the information contained in the Disclosure Schedules shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made kept strictly confidential by the MPT Parties or the Xxxxxx Health Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Xxxxxx Health Parties, or their respective Affiliates, as applicable. The section number headings in the Schedules correspond to the section numbers in this Agreement and no other Person may rely on any information disclosed in any section of the Schedules shall be deemed to be disclosed and incorporated into any other section of the Schedules where the relevance of such disclosure is reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Xxxxxx Health Parties shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth therein. Moreover, in Section 6.1 or Section 6.2, and (b) disclosing the Xxxxxx Health Parties may amend and/or supplement the Schedules with respect to any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplementthe Disclosure Schedules, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the MPT Parties or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.Seller does