Common use of Supplement to Disclosure Schedules Clause in Contracts

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time Until the seventh (7th) Business Day prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior disclosure schedules relating to the Closing Article IV hereto solely with respect to any matter hereafter first arising or of which it becomes aware after the date hereof Effective Date (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 9.2 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 10.2 with respect to such mattersupplement or amendment set forth in the Schedule Supplement.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not and the obligation) obligation to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any , and each such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification Closing Date; provided, however, that if such event, development or termination rights contained in occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement or of determining whether or not for failure to satisfy the conditions closing condition set forth in Section 6.02 have been satisfied7.02(a); provided, howeverfurther, that if Buyer has the right to, but does not elect to, to terminate this Agreement within three (3) ten Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 7.02(a) and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three thirty (330) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter andmatter, further, but shall not have irrevocably nor be deemed to have waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the ClosingClosing Date, Seller shall have the right (but not the obligation) to propose to Purchaser any supplement or amend amendment to the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any , and, upon receipt by Seller of written approval by Purchaser of such Schedule Supplement, each such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfiedClosing Date; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Material Adverse Effect, then Purchaser shall have the right to terminate this Agreement pursuant to Section 9.1(e); provided, further, that if Buyer Purchaser has the right to, but does not elect to, to terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under any of the conditions set forth in Section 7.02 with respect to such matter6.1.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller the Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 Article VII have been satisfied; provided, however, that if Buyer Parent has the right to, but does not elect to, terminate this Agreement within three fifteen (315) Business Days of its receipt of such Schedule Supplement, then Buyer Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 this Agreement with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the ClosingBring-Down Date, Seller shall have the right (but not the obligation) to propose to Purchaser any supplement or amend amendment to the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any , and, upon receipt by Seller of written approval by Purchaser of such Schedule Supplement, each such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfiedBring-Down Date; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Material Adverse Effect, then Purchaser shall have the right to terminate this Agreement pursuant to Section 9.1(e); provided, further, that if Buyer Purchaser has the right to, but does not elect to, to terminate this Agreement within three two (32) Business Days of its receipt of such Schedule Supplement, then Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under any of the conditions set forth in Section 7.02 with respect to such matter6.1.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.2(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three seven (37) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.2 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller the Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 8.02 have been satisfied; provided, however, that if Buyer Parent has the right to, but does not elect to, terminate this Agreement within three (3) 20 Business Days of its receipt of such Schedule Supplement, then Buyer Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, and further, shall have irrevocably waived its right to indemnification under Section 7.02 9.02 with respect to such matter. Any Schedule Supplement shall be delivered by the Company in accordance with Section 11.03.

Supplement to Disclosure Schedules. From time to time up to and including the date that is five (5) Business Days prior to the Closing, Seller shall have the right (but not the obligation) to may supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter arising hereafter arising or of which it Seller becomes aware after the date hereof Execution Date (each each, a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 ARTICLE VII have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three five (35) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to any matter reflected on such matter Schedule Supplement and, further, shall have irrevocably waived its right to indemnification under Section 7.02 10.2(a) with respect to any such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter first arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) five Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller Sellers shall have the right (but not the obligation) ), upon written notice to the Buyer, to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes Sellers become aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.01 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to promptly supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of for determining whether or not the conditions set forth in Section 6.02 7.2 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement elects to waive any such conditions and to proceed with Closing within three (3) Business Days business days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.2 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 9.1 have been satisfied; provided, however, that if Buyer Purchaser has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 6.1 with respect to such matter.. 3.16

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller Parties shall have the right (but not the obligation) to supplement or amend the Seller Disclosure Schedules, if any, delivered prior to the Closing Schedules with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 6.2 have been satisfied; provided, however, that if Buyer Purchaser has the right to, but does not elect to, terminate this Agreement within three five (35) Business Days of its receipt of such Schedule Supplement, then Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 7.2 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller either party shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 herein have been satisfied; provided, however, that if Buyer such party has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer such party r shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 ARTICLE VII of this Agreement with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes Sellers become aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions condition set forth in Section 6.02 2.5(a) have been satisfied; provided, however, that if Buyer has the matters disclosed in such Schedule Supplement would give rise to the Buyers having a right to, but does to terminate this Agreement pursuant to Section 9.1(c) and Buyers do not elect to, to terminate this Agreement within three (3) five Business Days of its their receipt of such Schedule Supplement, then Buyer Buyers shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 5.1 have been satisfied; provided, however, that if Buyer (a) has the right to, but does not elect to, terminate this Agreement within three pursuant to Section 9.1(a), or (3b) Business Days of its receipt of such Schedule Supplementelects to close the transactions contemplated by this Agreement, notwithstanding the fact that one or more conditions set forth in Section 5.1 has not been satisfied, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.2 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 Article VII have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) five Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02(a) have been satisfied; provided, however, that if Buyer Monaco has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then the Buyer Parties shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller the Company and Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules with respect to any matter hereafter arising or of which it the Company or any Seller becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not and the obligation) obligation to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any , and each such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification Closing Date; provided, however, that if such event, development or termination rights contained in occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement or of determining whether or not for failure to satisfy the conditions closing condition set forth in Section 6.02 have been satisfied7.02(a); provided, howeverfurther, that if Buyer has the right to, but does not elect to, to terminate this Agreement within three (3) ten Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 7.02(a) and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time Until the seventh (7th) Business Day prior to the Closing, Seller Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior disclosure schedules relating to the Closing Article IV hereto solely with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 9.2(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 10.2 with respect to such mattersupplement or amendment set forth in the Schedule Supplement.

Supplement to Disclosure Schedules. From time to At any time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules in writing with respect to any matter hereafter arising or of which it Seller becomes aware after the date hereof Effective Date (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions condition set forth in Section 6.02 have 7.02(a) has been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement pursuant to Section 9.01(b) within three five (35) Business Days of after its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right and to indemnification under assert that the condition set forth in Section 7.02 with respect 7.02(a) has not been satisfied as a result of such inaccuracy or breach relating to such matter.

Supplement to Disclosure Schedules. From time to At any time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules in writing with respect to any a matter hereafter arising out of or of which it Seller becomes aware after the date hereof of this Agreement (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions condition set forth in Section 6.02 have 7.2(a) has been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement pursuant to Section 9.1(b) within three (3) five Business Days of after its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right and to indemnification under assert that the condition set forth in Section 7.02 with respect 7.2(a) has not been satisfied as a result of such inaccuracy or breach relating to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any , and each such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfiedClosing Date; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Hospital Material Adverse Effect, then Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 10.1; provided, further, that if Buyer Purchaser has the right to, but does not elect to, to terminate this Agreement within three five (35) Business Days of its receipt of such Schedule Supplement, then Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under any of the conditions set forth in Section 7.02 with respect to such matter10.1 hereof.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Company and Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 5.1 have been satisfied; provided, however, that if Buyer either Purchaser has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 7.1 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller the Company and the Shareholders shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall be deemed to have irrevocably waived its right to indemnification under Section 7.02 and Section 7.03 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Seller Disclosure Schedules, if any, delivered prior to the Closing Letter with respect to any matter hereafter arising or of which it becomes aware after the date hereof of this Agreement (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including Agreement for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.2 have been satisfied; provided, however, that if such Schedule Supplement relates to an event or occurrence that occurs after the date hereof and before the Closing, and Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any , and each such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification Closing Date; provided, however, that if such event, development or termination rights contained in occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had a Material Adverse Effect, then Buyer shall have the right to terminate this Agreement or of determining whether or not for failure to satisfy the conditions Closing condition set forth in Section 6.02 have been satisfied7.02(a); provided, howeverfurther, that if Buyer has the right to, but does not elect to, to terminate this Agreement within three ten (310) Business Days of its actual receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter under any of the conditions set forth in Section 7.02(a) and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.

Supplement to Disclosure Schedules. (a) From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules of Seller hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Seller Schedule Supplement”"). Any disclosure in any such Seller Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty of Seller contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 9.02(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Seller Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matterthereto.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three five (35) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller the Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any ; provided, however, any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 Article 7 have been satisfied; provided. Notwithstanding the foregoing, however, that if Buyer has Parent and/or the Merger Subs have the right to, but does do not elect to, terminate this Agreement within three ten (310) Business Days of its receipt of such Schedule Supplement, then Buyer Parent and the Merger Subs shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 with respect any matter arising after the date hereof, but Buyer shall not have waived its right to such matterindemnification under Section 7.02 with respect to any matter where the inaccuracy or breach existed on the date of this Agreement.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 (a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three (3) [NUMBER] Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 VIII.02 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 8.1 have been satisfied; provided, however, that if Buyer Boxlight Group has the right to, but does not elect to, terminate this Agreement within three two (32) Business Days of its receipt of such Schedule Supplement, then Buyer Boxlight Group shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 7.2 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “"Schedule Supplement”"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three five (35) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.02 8.01 with respect to such matter.

Supplement to Disclosure Schedules. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules, if any, delivered prior to the Closing Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02 7.02(a) have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within three fifteen (315) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, in such case shall have irrevocably waived its right to indemnification under Section 7.02 8.02 with respect to such matter.