Common use of Supplement to Disclosure Schedules Clause in Contracts

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to any matter arising after the date hereof (each a “Schedule Supplement”). Any such Schedule Supplement shall not amend or modify, in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or matters.

Supplement to Disclosure Schedules. (i) From time to time prior to the Closing, the Seller and the Company Entities DMK shall have the right (but not the obligation) to supplement or amend the DMK Disclosure Schedules Schedule hereto solely for informational purposes and 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 amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under this Agreement, including for purposes of the termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article VII have been satisfied; provided, however, that if as a result of matters disclosed in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser Axxxxx has the right (pursuant to this Section 6.2) to, but does not elect to to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser Adamis shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (ii) From time to time prior to the Closing, Axxxxx shall have the right (but not the obligation) to supplement or amend the Adamis Disclosure Schedule hereto with respect to any matter hereafter arising or matters set forth on of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplements under 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 termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.2 andArticle VIII have been satisfied; provided, furtherhowever, that if as a result of matters disclosed in such Schedule Supplement, DMK has the right to, but does not elect to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then DMK shall be deemed to have irrevocably waived its any right to indemnification under Article VIII terminate this Agreement with respect to such matter or mattersmatter.

Supplement to Disclosure Schedules. From Sellers may from time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) by written notice to Buyers, supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to correct any matter arising after the date hereof (each that would constitute a “Schedule Supplement”)breach of any representation or warranty of Sellers in ARTICLE III. Any such Schedule Supplement shall not amend or modify, in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject For purposes of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing determining whether Buyers’ conditions set forth in Section 7.29.3 have been fulfilled, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser Disclosure Schedules shall be deemed to have irrevocably include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any supplement or amendment thereto. If Buyers are not obligated to close but shall elect to close and the Closing shall occur, then any matters disclosed to Buyers pursuant to any supplement or amendment after the Execution Date and prior to the Closing shall be deemed to be waived any right by Buyers, and Buyers shall not be entitled to terminate make a claim thereon under this Agreement (including pursuant to Article XII) or otherwise. If, however, Buyers are obligated to close and the Closing shall occur, then any matter disclosed to Buyers pursuant to any supplement or amendment provided by Sellers after the Execution Date and prior to the Closing shall not be deemed to be waived by Buyers, and Buyers shall be entitled to make a Claim thereon under this Agreement (including pursuant to Article XII) or otherwise. Further, if Buyers obtain Knowledge of any matter hereunder prior to the Closing and the Closing shall occur, any waiver or non-waiver of any related Claim will be handled in the same manner as such matters are handled with respect to the matter any supplement or matters set forth on such amendment to Seller Disclosure Schedule Supplements under any of the conditions set forth in Section 7.2 and(e.g., further, shall have irrevocably they will be waived its right only if Buyers are not obligated (but elect) to indemnification under Article VIII with respect to such matter or mattersclose).

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and the Company Entities Quiksilver shall have the right (but not the obligation) to promptly supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to any matter hereafter first arising or first occurring after the date hereof hereof, which, if existing, occurring or known 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 amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under 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 6.2 have been satisfied; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes something that, as of the date of such Schedule Supplement, individually makes, or taken together with would reasonably be expected to make, any of the eventsconditions set forth in Section 6.2 incapable of being satisfied, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser then Buyer shall have the right to terminate this Agreement for failure within five (5) Business Days after the date of the delivery by Quiksilver to satisfy the closing conditions set forth in Section 7.2Buyer of a Schedule Supplement disclosing such event, development or occurrence; and solely in this caseprovided, where the Purchaser further, however, that if Buyer has the right (pursuant to this Section 6.2) to, but does not elect to to, terminate this Agreement within ten five (105) Business Days of its receipt of such Schedule Supplement, then the Purchaser Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the such matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII Section 7.2 with respect to such matter matter. For the avoidance of doubt, if any representation or matterswarranty of Quiksilver is inaccurate or untrue as of the date of this Agreement, no such breach or violation shall be subject to cure pursuant to this Section 4.3.

Supplement to Disclosure Schedules. From (a) Seller may from time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) by written notice to Buyer, supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely (including adding new Sections to the Disclosure Schedules related to provisions of this Agreement that currently do not contemplate qualification by the Disclosure Schedules) with new or updated information with respect to matters that occur or arise after the Execution Date to correct any matter arising after that would constitute a breach of any representation or warranty of Seller in Article III or Article IV as of the date hereof Closing Date (each a such new or additional information being “Schedule SupplementNew Seller Information”). Any such Schedule Supplement For purposes herein “New Seller Information” shall not amend or modifyinclude information that is updated in the ordinary course of business during the Interim Period (e.g., updated lists of Employees) and is provided to Buyer prior to the Closing. (b) For purposes of determining whether Buyer’s conditions set forth in any respectSection 8.3 have been fulfilled, the Disclosure Schedules for any purpose under this Agreement; provided, however, shall be deemed to include only that in information contained therein on the event such event, development or occurrence which is Execution Date and shall be deemed to exclude the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that New Seller Information. If Buyer has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.210.1(c) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any as a result of the conditions set forth in Section 7.2 and8.3 not being satisfied but Buyer elects to proceed with the Closing and the Closing does occur, furtherthen the New Seller Information shall be deemed to be accepted by Buyer, and Buyer shall be deemed to have irrevocably waived its and not be entitled to make a Claim thereon under this Agreement (including pursuant to Article XI) or otherwise. If, however, Buyer does not have such a right to indemnification terminate this Agreement pursuant to Section 10.1(c) as a result of the conditions set forth in Section 8.3 being satisfied and the Closing does occur, then the New Seller Information shall not be deemed to be accepted or waived by Buyer, and Buyer shall be entitled to make a Claim thereon under this Agreement (including pursuant to Article VIII with respect to such matter XI) or mattersotherwise.

Supplement to Disclosure Schedules. From time (a) Seller shall, on or before March 31, 2011, by written notice to time prior to the ClosingBuyer, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Seller Disclosure Schedules, to include information which has been posted in the Data Room on or before the Execution Date to the extent necessary to make the Seller Disclosure Schedules hereto solely for informational purposes true and solely with respect to any matter arising after complete as of the date hereof Execution Date (each a “Schedule SupplementUpdated Seller Information”). Any The written notice to Buyer shall identify the actual Updated Seller Information. Upon request, Seller shall identify which directory files in the Data Room such Schedule Supplement information was posted on or before the Execution Date. The Seller Disclosure Schedules shall be deemed to have been amended to include the Updated Seller Information and the Updated Seller Information shall be deemed to be waived by Buyer and Buyer shall not amend or modify, in any respect, the Disclosure Schedules for any purpose be entitled to make a Claim thereon under this Agreement; provided. (b) Additionally, howeverSeller may, that in from time to time after March 31, 2011 but prior to 9:00 A.M. on the event such eventfourth day preceding the Closing Date, development by written notice to Buyer, further supplement or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and amend the Seller Disclosure Schedules to include new or Companies Entities notify additional information (“New Seller Information”) which shall, in each instance, identify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that actual New Seller Information. If Buyer has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure pursuant to satisfy Section 10.1(c)(ii) as a result of the closing conditions condition to the obligations of Buyer to effect the Contemplated Transactions set forth in Section 7.28.3(a) not being satisfied, without taking into consideration any New Seller Information for purposes of qualifying any of the representations and solely warranties of Seller set forth in this case, where the Purchaser has the right (pursuant to this Section 6.2) toAgreement, but does not elect Buyer elects to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplementproceed with the Closing, then the Purchaser Seller Disclosure Schedules shall be deemed to have irrevocably been amended to include the New Seller Information, the New Seller Information shall be deemed to be waived any by Buyer and Buyer shall not be entitled to make a Claim thereon under this Agreement. (c) Buyer may, from time to time but prior to 9:00 A.M. on the fourth day preceding the Closing Date, by written notice to Seller, supplement or amend the Buyer Disclosure Schedules to include new or additional information (“New Buyer Information”) which shall, in each instance, identify the actual New Buyer Information. If Seller has a right to terminate this Agreement with respect pursuant to Section 10.1(b) as a result of the condition to the matter or matters set forth on such Schedule Supplements under any obligations of Seller to effect the conditions Contemplated Transactions set forth in Section 7.2 and8.2(a) not being satisfied, furtherwithout taking into consideration any New Buyer Information for purposes of qualifying any of the representations and warranties of Buyer set forth in this Agreement, but Seller elects to proceed with the Closing, then the Buyer Disclosure Schedules shall be deemed to have irrevocably been amended to include the New Buyer Information, the New Buyer Information shall be deemed to be waived its right by Seller and Seller shall not be entitled to indemnification make a Claim thereon under Article VIII with respect to such matter or mattersthis Agreement.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and Company, the Company Entities Sellers or the Representative shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely (including by adding sections thereto) with respect to any matter hereafter arising or of which the Company or any of the Sellers or the Representative becomes aware after the date hereof with sufficient specificity to enable Buyer to evaluate the significance of such supplemental information (each a “Schedule Supplement”). Any ) and each such Schedule Supplement shall not be deemed to be incorporated into and to supplement amend or modify, in any respect, the Disclosure Schedules as of the Closing Date for any purpose under this Agreementpurposes of Article VII or Article IX; provided, howeverhoweverE that (a) the receipt or acceptance by Buyer or CPS of a Schedule Supplement and the subsequent occurrence of the Closing shall not be deemed to cure, that and shall not constitute a waiver by Buyer or CPS of its right under Article VIII with respect to, (i) any inaccuracies or breaches of any representation, warranty or covenant made or to be made by the Sellers or the Company as of the date hereof or (ii) any Losses which arise out of or result from the facts, circumstances, conditions or matters disclosed in such Schedule Supplement, (b) if the event facts, circumstances, conditions or matters disclosed in such Schedule Supplement are capable of cure, Sellers and the Company shall use their commercially reasonable efforts to cure such facts, circumstances, conditions or matters within thirty (30) days of their delivery of such Schedule Supplement, and (c) if any event, development or occurrence which is the subject of the a Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, Supplement constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser then Buyer shall have the right to terminate this Agreement for failure to satisfy the closing conditions condition set forth in Section 7.27.02; provided further, and solely in this case, where the Purchaser howeverE that if Buyer has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten fifteen (1015) Business Days days of its receipt of such a Schedule Supplement, then the Purchaser Buyer and CPS shall be deemed to have irrevocably waived any right to terminate this Agreement (or to not consummate the Transactions) with respect to the matter (or as a result of) any and all facts, circumstances, conditions, events, developments, occurrences or matters set forth on disclosed in such Schedule Supplements Supplement under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter VII or mattersArticle IX.

Supplement to Disclosure Schedules. (a) From time to time prior to the date hereof through Closing, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes previously delivered by Seller to Buyer hereunder if at any time any representation and solely with respect to any matter arising after the date hereof warranty of Seller is not true and correct (each a “Schedule Supplement”). Any such The delivery of a Schedule Supplement shall be made by Seller within one Business Day of Seller discovering a representation or warranty hereunder is not amend or modifytrue and correct. (b) If the Schedule Supplement corresponds to a representation and warranty that was true and correct as of the date hereof and a breach of such representation and warranty would occur only if the representation and warranty were made after the date hereof, in then Seller shall not have any respectliability under this Agreement (including any obligation to indemnify any other party under Article VIII) with respect to such a breach of a representation and warranty that would occur only after the date hereof if the Seller has disclosed to Buyer, prior to the Closing, the Disclosure Schedules for any purpose facts, events or circumstances that would give rise to such breach; and, if (i) such breach is a breach under this Agreement; providedSection 3.01, howeverSection 3.03 or Section 3.10(a), (ii) such breach arises by reason of Seller’s fraud or willful conduct, or (iii) the facts, events or circumstances that in the event would give rise to such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had breach have a Material Adverse Effect, the Purchaser Buyer shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.29.01(b)(iii) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of upon receiving such Schedule Supplement. (c) If the Schedule Supplement corresponds to a representation and warranty that was not true and correct as of the date hereof, then Seller shall have all liability under this Agreement (including any obligation to indemnify any other party under Article VIII) with respect to breach of that representation and warranty for failure of the Purchaser Seller to disclose to Buyer, prior to the date hereof, the facts, events or circumstances that would give rise to such breach and Buyer shall be deemed to have irrevocably waived any the right to terminate this Agreement with respect pursuant to the matter or matters set forth on Section 9.01(b)(iv) upon receiving such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or mattersSupplement.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller and the Company Entities Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to any matter arising after the date hereof (each each, a “Schedule Supplement”)) (a) any Article IV Schedule to disclose any factual matter hereafter arising or of which the Sellers become aware after the Effective Date, except to the extent such Schedule Supplement would change or otherwise affect the Transaction Perimeter; or (b) any Disclosure Schedule to the extent not covered by clause (a) above, with the Buyer’s prior written consent (in its sole discretion) following good faith discussions with the Sellers, related to any factual matter hereafter arising or of which the Sellers become aware after the Effective Date. Any such disclosure in any Schedule Supplement shall not amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under 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 8.01 have been satisfied; provided, however, that in if the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser Buyer has the right (pursuant to this Section 6.2) to, but does not elect to to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. To the matter extent any Seller receives written or matters set forth on such Schedule Supplements under any of other notice related to a Material Contract from and after the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect Effective Date that the counterparty to such matter Contract intends to (a) cease to contract with the Business (including by non-renewal), (b) substantially reduce its business with the Business, or matters(c) materially modify, change or alter the terms of its relationship with the Business, the Sellers shall provide prompt written notice to the Buyer.

Supplement to Disclosure Schedules. From time Seller may deliver to time Buyer no later than the end of the second (2nd) Business Day prior to the Closing, Base Closing Date a true and complete schedule of changes (the Seller and the Company Entities shall have the right (but not the obligation“Update Schedule”) to supplement or amend any of the information contained in the Disclosure Schedules hereto solely for informational purposes and solely with respect (including changes to any matter arising other representations or warranties in ARTICLE III hereof as to which no Disclosure Schedule has been created as of the date hereof but as to which a Disclosure Schedule would have been required if such changes had existed on the date hereof), which changes are required as a result of events or circumstances occurring, or of which Seller first becomes aware, subsequent to the date hereof which would render any representation or warranty inaccurate or incomplete at any time after the date hereof (each a “of this Agreement until the Base Effective Time, which Update Schedule Supplement”). Any such Schedule Supplement shall not amend or modify, in any respect, be dated as of the Disclosure Schedules for any purpose under this AgreementBase Closing Date; provided, however, that in the event if such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or supplemental information relates to something that has had an event or circumstance occurring, or of which Seller first becomes aware, subsequent to the date hereof (other than events or circumstances which arise from a Material Adverse Effect violation of Section 6.1) and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall if Buyer would have the right to terminate not consummate the transactions contemplated by this Agreement as a result of the failure of the condition contained in Section 7.1 on the basis of the information so disclosed and it does not exercise such right prior to the Base Closing, then such supplemental information shall constitute an amendment of the representation, warranty or statement to which it relates for failure to satisfy the closing conditions purposes of ARTICLE IX of this Agreement. Except as set forth in Section 7.2the immediately preceding sentence, and solely unless expressly consented to in this casewriting by Buyer, where any other supplemental information to the Purchaser has Disclosure Schedules or any delivery of an Update Schedule after the right (pursuant to this Section 6.2) to, but does date hereof shall not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived cure any right to terminate breach of any representation or warranty made in this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or mattersAgreement.

Supplement to Disclosure Schedules. From time to time prior to the Closing, the Seller Sellers and the Company Entities Buyers shall have the right (but not the obligation) to promptly supplement or amend the Seller Disclosure Schedules hereto solely for informational purposes and solely Buyer Disclosure Schedules, respectively, with respect to any matter hereafter arising or of which Sellers become aware after the date hereof of this Agreement (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether the conditions set forth in Section 6.2(a) have been satisfied; provided, however, that in if the event such eventClosing occurs, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (then all matters disclosed pursuant to this Section 6.2any such supplement or amendment at or before the Closing that relate to any matter first arising or first occurring after the date hereof and that give rise to any breach or inaccuracy of any representation or warranty made (a) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser by Sellers under Article 3 shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to been included in the matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 andSeller Disclosure Schedules, further, shall have irrevocably waived its right to indemnification under Article VIII but solely with respect to such matter matters first arising or mattersfirst occurring after the date hereof (and shall qualify the relevant representations and warranties for purposes of the rights and remedies available to Buyers and the Buyer Indemnified Parties pursuant to Article 7) and (b) by Buyers under Article 4 shall be deemed to have been included in the Buyer Disclosure Schedules, but solely with respect to such matters first arising or first occurring after the date hereof (and shall qualify the relevant representations and warranties for purposes of the rights and remedies available to Sellers and the Seller Indemnified Parties pursuant to Article 7); provided, further, that, notwithstanding anything herein to the contrary, any supplement or amendment to Section 3.18.1 of the Seller Disclosure Schedules to reflect changes arising after the date of this Agreement in the identity of Employees in the ordinary course of business consistent with past practice shall not give rise to any claim hereunder for inaccuracy in or breach of any representation or warranty contained in Section 3.18.1.

Supplement to Disclosure Schedules. (a) From time to time prior March 10, 2014, which is the date Seller delivered Disclosure Schedules pursuant to the Original Agreement and which identical Disclosure Schedules are deemed delivered hereunder, through Closing, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes as previously delivered by Seller to Buyer if at any time any representation and solely with respect to any matter arising after the date hereof warranty of Seller is not true and correct (each a “Schedule Supplement”). Any such The delivery of a Schedule Supplement shall be made by Seller within one (1) Business Day of Seller discovering a representation or warranty hereunder is not amend or modifytrue and correct. Simultaneously with the execution of this Agreement Seller is delivering to Buyer the first Disclosure Schedule Supplement (the “First Schedule Supplement”). (b) If the Schedule Supplement corresponds to a representation and warranty that was true and correct as of March 10, in 2014, and a breach of such representation and warranty would occur only if the representation and warranty were made after that date, then Seller shall not have any respectliability under this Agreement (including any obligation to indemnify any other party under ARTICLE VIII) with respect to such a breach of a representation and warranty that has occurred only after March 10, 2014, if the Seller has disclosed to Buyer, prior to the Closing, the Disclosure Schedules for any purpose facts, events or circumstances that would give rise to such breach; and, if (i) such breach is a breach under this Agreement; providedSection 3.01, howeverSection 3.03 or Section 3.10(a), (ii) such breach arises by reason of Seller’s fraud or willful conduct, or (iii) the facts, events or circumstances that in the event would give rise to such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had breach have a Material Adverse Effect, the Purchaser Buyer shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.29.01(b)(iii) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of upon receiving such Schedule Supplement. (c) If the Schedule Supplement corresponds to a representation and warranty that was not true and correct as of March 10, 2014, then Seller shall have all liability under this Agreement (including any obligation to indemnify any other party under ARTICLE VIII) with respect to breach of that representation and warranty for failure of the Purchaser Seller to disclose to Buyer, prior to that date, the facts, events or circumstances that would give rise to such breach and Buyer shall be deemed to have irrevocably waived any the right to terminate this Agreement with respect pursuant to Section 9.01(b)(iv) upon receiving such Schedule Supplement. This Section 5.03(c) applies to the matter or matters set forth on such First Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or matters.Supplement

Supplement to Disclosure Schedules. From time Seller may deliver to time Buyer no later than three (3) Business Days prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) Closing Date a supplement to supplement or amend the Disclosure Schedules hereto solely for informational purposes set forth in Article IV containing changes to such schedules required to reflect events since, or facts discovered by, Seller after the date hereof, in either case the absence of which would cause any of Seller’s representations and solely warranties contained in this Agreement not to be true and correct (a “Disclosure Schedule Update”). If, with respect to any matter arising Disclosure Schedule Update, Buyer has the right to terminate this Agreement pursuant to Section 9.1(b) as a result of the information contained in such Disclosure Schedule Update and Buyer does not exercise such right within five (5) Business Days after Buyer receives such Disclosure Schedule Update, such Disclosure Schedule Update shall be deemed to have amended the appropriate schedule as of the date hereof, to have qualified the representations and warranties contained in this Agreement as of the date hereof (each a “Schedule Supplement”)and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the existence of such matter for the purposes of Section 7.1(a)(i) and Seller’s obligations pursuant to Article VII or the Buyer Group Members’ right to indemnification pursuant to Article VII. Any such Schedule Supplement shall not amend or modifyIf, in connection with any respectDisclosure Schedule Update, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall Buyer does not have the right to terminate this Agreement pursuant to Section 9.1(b) as a result of the information contained in such Disclosure Schedule Update and such Disclosure Schedule Update is not related to (x) items for failure which Buyer has provided its consent pursuant to satisfy the closing conditions set forth in Section 7.26.1, and solely in this case, where the Purchaser has the right or (y) items required to be performed by Seller or its Affiliates pursuant to this Agreement or the transactions contemplated hereby, such Disclosure Schedule Update shall not qualify any of the representations for the purpose of determining Seller’s obligations pursuant to Article VII or the Buyer Group Members’ right to indemnification pursuant to Article VII relating to any Disclosure Schedule Update, and, if Closing occurs, the Buyer Group Members shall have the right to bring any indemnification claim arising from the Disclosure Schedule Update against Seller. Notwithstanding the foregoing, the provisions of this Section 6.2) to, but does 6.4 do not elect to terminate this Agreement within ten (10) Business Days constitute a waiver by Buyer of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect pursuant to the matter or matters set forth on such Schedule Supplements under any Section 9.1(b) as a result of the conditions set forth information contained in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or mattersDisclosure Schedule Update.

Supplement to Disclosure Schedules. (a) From time to time prior to before the ClosingClosing Date, the Seller Company and the Company Entities Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes (and solely with respect the information and materials provided in connection therewith) to disclose any matter arising fact, condition, matter, thing, development or occurrence (i) that has taken place after the date hereof and (each ii) that would cause or constitute a “Schedule Supplement”). Any breach of any representation or warranty contained in Article III had such Schedule Supplement shall not amend representation or modifywarranty been made as of the time of discovery of such fact, in any respectcondition, the Disclosure Schedules for any purpose under this Agreement; providedmatter, however, that in the event such eventthing, development or occurrence which is occurrence. (b) If (i) the subject of the Schedule Supplement, individually matter or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that matters included in any such Schedule Supplement or Schedule Supplements constitute or relate, disclosure supplement individually or in the aggregate, to something that has had aggregate constitute a Material Adverse Effect, and (ii) the Purchaser shall have Shareholder Representative or the right Company deliver to Buyer a written authorization to terminate this Agreement for failure to satisfy (given the closing conditions set forth condition specified in Section 7.26.2(c) and Buyer's termination rights in connection therewith), and solely thereafter Buyer does not terminate this Agreement within five (5) Business Days of the delivery of such authorization, then, notwithstanding anything to the contrary in this caseAgreement, where Buyer shall not be entitled to terminate this Agreement as a result of, or seek indemnification hereunder in respect of, such matter or matters included in such disclosure supplement. (c) If following delivery of the Purchaser has the right (pursuant to this authorization contemplated by Section 6.25.2(b) toabove, but does not elect Buyer elects to terminate this Agreement within ten five (105) Business Days of its receipt of such Schedule Supplementfollowing delivery thereof, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, Buyer shall have irrevocably waived its right to no further rights or remedies in connection therewith (including indemnification under Article VIII with respect to such matter or mattersVII hereof); it being the intention of the parties that termination by Buyer under those circumstances will function as its exclusive election of remedies in connection therewith.

Supplement to Disclosure Schedules. (a) From time to time prior to before the ClosingClosing Date, the Seller Pecos Entities and the Company Entities Sellers shall have the right promptly (but not the obligationbut, in any event, within three (3) to Business Days) supplement or amend the Disclosure Schedules hereto solely (and the information and materials provided in connection therewith) to disclose any fact, condition, matter, thing, development or occurrence (i) that has taken place after the date hereof and (ii) that would cause or constitute a breach of any representation or warranty contained in Article III had such representation or warranty been made as of the time of discovery of such fact, condition, matter, thing, development or occurrence. No disclosure set forth in a supplement or amendment to the Disclosure Schedules as contemplated hereby shall, except as contemplated in Section 5.3(b), (a) be deemed to have been disclosed for informational purposes and solely of determining whether any of the conditions to Closing in Article VI have been fulfilled or (b) affect the Buyer Indemnified Persons’ right to indemnification or other remedies provided for in this Agreement with respect to any breach of any representation or warranty. (b) If (i) the matter arising after the date hereof (each a “Schedule Supplement”). Any such Schedule Supplement shall not amend or modify, matters included in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, disclosure supplement individually or in the aggregate, to something that has had aggregate constitute a Material Adverse Effect, and (ii) the Purchaser shall have the Sellers Representative delivers to Buyer an explicit written acknowledgment of Buyer’s right to terminate this Agreement for failure to satisfy (given the closing conditions set forth condition specified in Section 7.26.2(c) and Buyer’s termination rights in connection therewith), and solely in this case, where the Purchaser has the right (pursuant to this Section 6.2) to, but thereafter Buyer does not elect to terminate this Agreement within ten (10) Business Days calendar days of its receipt the delivery of such Schedule Supplementauthorization (or 9.00 a.m. (central time) on the Closing Date if sooner), then then, notwithstanding anything to the Purchaser contrary in this Agreement, Buyer shall not be deemed to have irrevocably waived any right entitled to terminate this Agreement with as a result of, or seek indemnification hereunder in respect to the of, such matter or matters set forth on included in such Schedule Supplements under disclosure supplement. For purposes of adding additional clarity hereto, the parties acknowledge that the Sellers Representative shall not have any obligation (but only a right) to provide an explicit written acknowledgment of termination of this Agreement in accordance with the provisions hereof. (c) If following delivery of the conditions set forth in acknowledgment contemplated by Section 7.2 and5.3(b)(ii) above, furtherBuyer elects to terminate this Agreement within the period prescribed, Buyer shall have irrevocably waived its right to no further rights or remedies in connection therewith (including indemnification under Article VIII with respect to such matter or mattersVII hereof); it being the intention of the parties that termination by Buyer under those circumstances will function as its exclusive election of remedies in connection therewith.

Supplement to Disclosure Schedules. (a) From time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely only with respect to any matter first arising after the date hereof that would have been required to be included in the Disclosure Schedule had such matter arisen prior to the date hereof (each each, a “Schedule Supplement”). Any Unless any disclosure in any such Schedule Supplement shall not amend has or modify, in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had would have a Material Adverse Effect, the Purchaser applicable section(s) of the Disclosure Schedule shall be deemed amended and supplemented by all information with respect to such matter properly set forth in such Schedule Supplement, each of the representations and warranties made in this Agreement shall be deemed qualified by the Schedule Supplements, and Buyer shall not make any claim or have any right of termination in respect of the information disclosed in the Schedule Supplements. (b) If any disclosure in any such Schedule Supplement has had or would have a Material Adverse Effect, Buyer shall have the right under Section 7.01(b) to terminate this Agreement for failure by written notice to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right Seller within five (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten (105) Business Days of its after receipt of the Schedule Supplement that discloses the Material Adverse Effect. If Buyer does not provide a written termination notice pursuant to Section 7.01(b) within five (5) Business Days after receiving any such Schedule SupplementSupplement referred to in the immediately preceding sentence, then the Purchaser Buyer shall be deemed to have irrevocably waived any right to terminate for all purposes of this Agreement with respect all rights and remedies (including its right not to consummate the transaction contemplated by this Agreement due to the matter or matters set forth on such Schedule Supplements under failure of any of the conditions set forth in Section 7.2 and6.05 resulting from such supplemental disclosure) related thereto and the applicable section(s) of the Disclosure Schedule shall be deemed amended and supplemented by all information set forth in such Schedule Supplement, furthereach of the representations and warranties made in this Agreement shall be deemed qualified by such Schedule Supplements, shall have irrevocably waived its right and no Person may make any claim in respect of the breach of representation or warranty to indemnification under Article VIII with respect to the extent cured by such matter or mattersSchedule Supplement.

Supplement to Disclosure Schedules. From Seller may from time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) by written notice to Buyer, supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to correct any matter arising after the date hereof (each that would constitute a “Schedule Supplement”)breach of any representation or warranty of Seller in Article III or Article IV. Any such Schedule Supplement shall not amend or modify, in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that in the event such event, development or occurrence which is the subject For purposes of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing determining whether Buyer’s conditions set forth in Section 7.28.3 have been fulfilled, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser Disclosure Schedules shall be deemed to have irrevocably include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any supplement or amendment thereto. If Closing occurs, then any matters disclosed to Buyer pursuant to any supplement or amendment after the Execution Date and prior to the Closing shall be deemed to be waived any right by Buyer, and Buyer shall not be entitled to terminate make a claim thereon under this Agreement (including pursuant to Article XI) or otherwise. If, however, Buyer is obligated to close and the Closing shall occur, then any matter disclosed to Buyer pursuant to any supplement or amendment provided by Seller after the Execution Date and prior to the Closing shall not be deemed to be waived by Buyer, and Buyer shall be entitled to make a Claim thereon under this Agreement (including pursuant to ARTICLE XI) or otherwise. Further, if Buyer obtains Knowledge of any matter hereunder prior to the Closing and the Closing shall occur, any waiver or non-waiver of any related Claim will be handled in the same manner as such matters are handled with respect to the matter any supplement or matters set forth on such amendment to Seller Disclosure Schedule Supplements under any of the conditions set forth in Section 7.2 and(e.g., further, shall have irrevocably they will be waived its right only if Buyer is not obligated (but elects) to indemnification under Article VIII with respect to such matter or mattersclose).

Supplement to Disclosure Schedules. From time to time prior to 9.2.2.1 On the Closingdate that is three (3) months following the Execution Date and on each three (3) month anniversary thereafter, the Seller and the Company Entities GH shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely with respect to any matter arising after hereafter arising, which, if existing, occurring or known at the date hereof Execution Date, would have been required to be set forth or described in the Disclosure Schedules (each a “Quarterly Schedule Supplement”), provided that GH shall not be required to include any supplements or amendments to any of the representations and warranties included on Exhibit E hereto in any Quarterly Schedule Supplement unless such supplement or amendment would, in GH’s reasonable discretion, have a material impact on the ability of GH and the GH Entities, taken as a whole, to operate its business substantially as it does as of the Execution Date. 9.2.2.2 No less than ten (10) days prior to Closing, GH shall supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising, which, if existing, occurring or known at the Execution Date, would have been required to be set forth or described in the Disclosure Schedules (the “Closing Schedule Supplement” and, collectively, with the Quarterly Schedule Supplements, each a “Schedule Supplement” or the “Schedule Supplements”). For the avoidance of doubt, the Closing Schedule Supplement shall supplement or amend all Disclosure Schedules, as appropriate, including without limitation those which were excluded in any previous Quarterly Schedule Supplement. 9.2.2.3 Each Schedule Supplement shall clearly and prominently note any changes from the prior Disclosure Schedules to which it relates. Any disclosure in any such Schedule Supplement shall not amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty contained in any respect, the Disclosure Schedules for any purpose under this Agreement; provided, however, that including for purposes of remedies (under Article 14) or termination rights contained in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy (under Article 13) or of determining whether or not the closing conditions condition set forth in Section 7.2, and solely in this case, where the Purchaser 11.1 has the right (pursuant to this Section 6.2) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any of the conditions set forth in Section 7.2 and, further, shall have irrevocably waived its right to indemnification under Article VIII with respect to such matter or mattersbeen satisfied.

Supplement to Disclosure Schedules. (a) From time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules of Seller hereto solely for informational purposes and solely 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 amend be deemed to have cured any inaccuracy in or modify, breach of any representation or warranty of Seller contained in any respect, the Disclosure Schedules for any purpose under 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 9.02(a) have been satisfied; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser if Buyer has the right (pursuant to this Section 6.2) to, but does not elect to to, terminate this Agreement within ten (10) Business Days of its receipt of such Seller Schedule Supplement, then the Purchaser Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect thereto. (b) From time to time prior to the Closing, Buyer shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules of Buyer hereto with respect to any matter hereafter arising or matters set forth on of which it becomes aware after the date hereof (each a "Buyer Schedule Supplement"). Any disclosure in any such Buyer Schedule Supplements under Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty of Buyer 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 7.2 and9.02(b) have been satisfied; provided, furtherhowever, that if Seller has the right to, but does not elect to, terminate this Agreement within ten (10) Business Days of its receipt of such Buyer Schedule Supplement, then Seller shall be deemed to have irrevocably waived its any right to indemnification under Article VIII terminate this Agreement with respect to such matter or mattersthereto.

Supplement to Disclosure Schedules. From (a) Seller may from time to time prior to the Closing, the Seller and the Company Entities shall have the right (but not the obligation) by written notice to Buyer, supplement or amend the Disclosure Schedules hereto solely for informational purposes and solely (including adding new Sections to the Disclosure Schedules related to provisions of this Agreement that currently do not contemplate qualification by the Disclosure Schedules) with new or updated information with respect to matters that occur or arise after the Execution Date to correct any matter arising after that would constitute a breach of any representation or warranty of Seller in Article III or Article IV as of the date hereof Closing Date (each a “Schedule Supplement”such new or additional information being "New Seller Information"). Any such Schedule Supplement For purposes herein "New Seller Information" shall not amend or modifyinclude information that is updated in the ordinary course of business during the Interim Period (e.g., updated lists of Employees) and is provided to Buyer prior to the Closing. (b) For purposes of determining whether Buyer's conditions set forth in any respectSection 8.3 have been fulfilled, the Disclosure Schedules for any purpose under this Agreement; provided, however, shall be deemed to include only that in information contained therein on the event such event, development or occurrence which is Execution Date and shall be deemed to exclude the subject of the Schedule Supplement, individually or taken together with the events, developments or occurrences which are the subject of additional Schedule Supplements, constitutes or relates to something that New Seller Information. If Buyer has had a Material Adverse Effect and the Seller or Companies Entities notify the Purchaser that such Schedule Supplement or Schedule Supplements constitute or relate, individually or in the aggregate, to something that has had a Material Adverse Effect, the Purchaser shall have the right to terminate this Agreement for failure to satisfy the closing conditions set forth in Section 7.2, and solely in this case, where the Purchaser has the right (pursuant to this Section 6.210.1(c) to, but does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then the Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matter or matters set forth on such Schedule Supplements under any as a result of the conditions set forth in Section 7.2 and8.3 not being satisfied but Buyer elects to proceed with the Closing and the Closing does occur, furtherthen the New Seller Information shall be deemed to be accepted by Buyer, and Buyer shall be deemed to have irrevocably waived its and not be entitled to make a Claim thereon under this Agreement (including pursuant to Article XI) or otherwise. If, however, Buyer does not have such a right to indemnification terminate this Agreement pursuant to Section 10.1(c) as a result of the conditions set forth in Section 8.3 being satisfied and the Closing does occur, then the New Seller Information shall not be deemed to be accepted or waived by Buyer, and Buyer shall be entitled to make a Claim thereon under this Agreement (including pursuant to Article VIII with respect to such matter XI) or mattersotherwise.