Common use of Notification; Updates to Disclosure Schedule Clause in Contracts

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia shall promptly notify CYLW in writing of: (i) the discovery by Exousia of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any Breach of any covenant or obligation of Exousia; and (iv) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia shall promptly deliver to CYLW an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Exousia in this Agreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia Buyer shall promptly notify CYLW Seller in writing of: : (ia) the discovery by Exousia Buyer of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia the Buyer in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia Buyer in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any Breach of any covenant or obligation of ExousiaBuyer; and and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 Article VI or Section 8 Article VII impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a) 5.04 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia Buyer shall promptly deliver to CYLW Seller an update to the Disclosure Schedule specifying such change. No change and when accepted by Seller, such update shall shall, subject to Section 7.01, be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by Exousia Buyer in this Agreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia Seller shall promptly notify CYLW Purchaser in writing of: : (ia) the discovery by Exousia Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any Breach of any covenant or obligation of ExousiaSeller; and and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a) 5.4 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia Seller shall promptly deliver to CYLW Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Exousia in this Agreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreementsatisfied.

Notification; Updates to Disclosure Schedule. (a) During Prior to the Pre-Closing PeriodClosing, Exousia the Company and the Stockholder shall promptly notify CYLW Buyer in writing of: : (i) the discovery by Exousia the Company or the Stockholder of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach in any material respect an inaccuracy in or breach of any representation or warranty made by Exousia the Company or the Stockholder in this Agreement; ; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach in any material respect an inaccuracy in or breach of any representation or warranty made by Exousia the Company or the Stockholder in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, circumstance or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; and (iii) any Breach material breach of any covenant or obligation of Exousia; and (iv) any event, condition, fact the Company or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikelyStockholder. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a6.5(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Company and the Stockholder shall promptly deliver to CYLW Buyer an update to the Disclosure Schedule specifying such change. No ; provided that, no such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining whether any of the conditions set forth in Section 9.2 have been satisfied and (iii) no update made pursuant to Section 6.5(a)(i) shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining the accuracy of any of the representations and warranties made by Exousia the Company or the Stockholder in this Agreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia shall Seller will promptly notify CYLW Buyer in writing of: (i) : the discovery by Exousia Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a an inaccuracy in or Breach of any representation or warranty made by Exousia Seller in this Agreement; (ii) ; any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a an inaccuracy in or Breach of any representation or warranty made by Exousia Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) ; any Breach of any covenant or obligation of ExousiaSeller; and (iv) or any event, condition, fact or circumstance that may would make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 5 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a4.7(A) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia shall Seller will promptly deliver to CYLW Buyer an update to the Disclosure Schedule specifying such change. No such update shall will be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Exousia Seller in this Agreement or in the Closing CertificateAgreement, or (ii) determining whether any of the conditions set forth in Section 7 5 has been satisfied or waived unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to until the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreementhas occurred.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia the Company and the Selling Shareholders shall promptly notify CYLW the Purchaser in writing of: (i) the discovery by Exousia the Company or the Selling Shareholders of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach material breach of any representation or warranty made by Exousia in this Agreement; (ii) any event, condition, fact the Company or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia Selling Shareholders in this Agreement if (A) such representation or warranty had been made as in any of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any Breach of any covenant or obligation of Exousiaother Transactional Agreements; and (ivii) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 4.1, impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a8.5(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Company and the Selling Shareholders shall promptly deliver to CYLW the Purchaser an update to the Disclosure Schedule (a "DISCLOSURE SCHEDULE UPDATE") specifying such change. No such update Such Disclosure Schedule Update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Exousia the Company or the Selling Shareholders in this Agreement or in as of the Closing CertificateClosing, or (ii) determining whether any of the conditions set forth in Section 7 has 4.1 have been satisfied satisfied; unless CYLW and Exousia agree that such supplement or update shall constitute an amendment objected to in writing by the Purchaser. (c) If any Disclosure Schedule Update to this Agreement prepared by or on behalf of the Selling Shareholders and the Company is supplemented or amended after the execution of this Agreement due to such matter(s) that, individually or in the aggregate, result in a material adverse effect on the business, condition, assets, Liabilities, operations, financial performance or net income of the Company, and the Purchaser objects to such Disclosure Schedule Update, the Purchaser may elect at its sole option to (i) terminate this Agreement, (ii) proceed with the Closing, or (iii) negotiate a reduction of the Merger Consideration which shall be determined by the parties in good faith, regardless of whether such matter existed or was known as of the date hereof or arose and became known thereafter; provided, however, that if CYLW agrees the Purchaser elects to close proceed with the Transactions notwithstanding any Breach disclosed through any update of Closing, the Disclosure Schedule, CYLW Purchaser shall not have be entitled to bring a claim against the right to seek Damages Company or the Selling Shareholders with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this AgreementDisclosure Schedule Update.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia the Seller shall promptly notify CYLW Parent and the Purchaser in writing of: : (ia) the discovery by Exousia the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes a Breach of any representation or warranty made by Exousia the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia the Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any Breach of any covenant or obligation of Exousiathe Seller; and and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 hereof impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a) 5.6 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Seller shall promptly deliver to CYLW Parent and the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by Exousia the Seller in this Agreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 hereof has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreementsatisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia Seller shall promptly notify CYLW Buyer in writing of: : (ia) the discovery by Exousia Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any Breach of any covenant or obligation of ExousiaSeller; and and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 Article VI or Section 8 Article VII impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a) 4.03 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia Seller shall promptly deliver to CYLW Buyer an update to the Disclosure Schedule specifying such change. No change and, when accepted by Buyer, such update shall shall, subject to Section 6.01, be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by Exousia Seller in this Agreement or in the any Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreement.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia the Seller shall promptly notify CYLW the Purchaser in writing of: : (ia) the discovery by Exousia the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia the Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any Breach of any covenant or obligation of Exousiathe Seller; and and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 5 impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a) 4.3 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Seller shall promptly deliver to CYLW the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by Exousia the Seller in this Agreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 5 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreementsatisfied.

Notification; Updates to Disclosure Schedule. (ai) During the Pre-Closing Periodperiod between the date hereof and the Closing, Exousia the Target shall promptly notify CYLW Buyer in writing of: (i) of the discovery by Exousia of Target of: (A) any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach breach of or inaccuracy in any representation or warranty made by Exousia the Target in this Agreement; ; (iiB) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach breach of or inaccuracy in any representation or warranty made by Exousia the Target in this Agreement if Agreement; (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iiiC) any Breach breach of any covenant or obligation of Exousiathe Target contained in this Agreement; and and (ivD) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 6 impossible or unlikely. (bii) If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a5(f)(i) requires any change in the Disclosure Scheduleany disclosure schedule hereunder, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule disclosure schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Target shall promptly deliver to CYLW Buyer an update to the disclosure schedule (a “Target Disclosure Schedule Update”) specifying such change. No such update Target Disclosure Schedule Update shall be deemed to supplement or amend the Disclosure Schedule disclosure schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Exousia the Target in this Agreement or in as of the Closing CertificateClosing, or (ii) determining whether the conditions set forth in Section 6(a) have been satisfied; provided, however that the Closing of the transaction contemplated by this Agreement will be deemed a waiver by Purchaser of any untrue representation or warranty made by the Target if and to the extent such inaccuracy is fairly and accurately disclosed in any of Target Disclosure Schedules or any such Target Disclosure Schedule Update. (iii) During the period between the date hereof and the Closing, Buyer shall promptly notify the Target in writing of the discovery by Buyer of: (A) any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a breach of or inaccuracy in any representation or warranty made by Purchaser in this Agreement; (B) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of or inaccuracy in any representation or warranty made by Purchaser in this Agreement; (C) any breach of any covenant or obligation of Purchaser contained in this Agreement; and (D) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree 6(b) impossible or unlikely. (iv) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5(f)(iii) requires any change in any disclosure schedule hereunder, or if any such supplement event, condition, fact or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close circumstance would require such a change assuming the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed disclosure schedule were dated as of the date of this Agreementthe occurrence, existence or discovery of such event, condition, fact or circumstance, then CYLW Buyer shall promptly deliver to the Target an update to the disclosure schedule (a “Buyer Disclosure Schedule Update”) specifying such change. No such Buyer Disclosure Schedule Update shall be entitled deemed to be reimbursed for its direct out of pocket professional fees supplement or amend the disclosure schedule for the Transactions; purpose of (bi) if determining the breach is the result accuracy of any event, circumstance, or condition occurring or arising after of the date representations and warranties made by Buyer in this Agreement as of execution and prior to the Closing, then CYLW's sole remedy shall or (ii) determining whether the conditions set forth in Section 6(b) have been satisfied; provided, however that the Closing of the transaction contemplated by this Agreement will be termination deemed a waiver by the Target of this Agreementany untrue representation or warranty made by Buyer if and to the extent such inaccuracy is fairly and accurately disclosed in any of Buyer Disclosure Schedules or any such Buyer Disclosure Schedule Update.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia the Vendors shall promptly notify CYLW the Purchaser in writing of: (i) the discovery by Exousia of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia the Vendors in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia the Vendors in this Agreement if if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any Breach of any covenant or obligation of Exousiathe Vendors; and (iv) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 5 or Section 8 6 impossible or unlikely.. -38- 43 (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a4.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Vendors shall promptly deliver to CYLW the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of of: (i) determining the accuracy of any of the representations and warranties made by Exousia the Vendors in this Agreement or in the Closing Certificate, or ; or (ii) determining whether any of the conditions set forth in Section 7 5 has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreementsatisfied.

Notification; Updates to Disclosure Schedule. (a) During the Pre-Closing Period, Exousia the Seller shall promptly notify CYLW Parent and the Purchaser in writing of: : (ia) the discovery by Exousia the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused causes or constitutes a Breach of any representation or warranty made by Exousia the Seller in this Agreement; ; (iib) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia the Seller in this Agreement if (Ai) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (Bii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; ; (iiic) any Breach of any covenant or obligation of Exousiathe Seller; and and (ivd) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 0 or Section 8 0 hereof impossible or unlikely. (b) . If any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 5.4(a) 0 requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia the Seller shall promptly deliver to CYLW Parent and the Purchaser an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties representation or warranty made by Exousia the Seller in this Agreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 0 hereof has been satisfied unless CYLW and Exousia agree that such supplement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreementsatisfied.