Common use of Supplemental Disclosure Clause in Contracts

Supplemental Disclosure. Seller shall have the right from time to time prior to the Closing to supplement or amend in writing its Disclosure Schedule with respect to any matter hereafter arising or discovered which if existing or known at the date of this Agreement would have been required to be set forth or described in such Disclosure Schedule. If (without consideration of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures set forth in Section 7.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to any action or omission of Seller or Company, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the disclosure of such Material and Adverse Change Disclosures shall be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of Article VIII.

Supplemental Disclosure. Seller Each of SDTS, SU and Oncor shall have the right from time to time prior to during the Pre-Closing Period to supplement or amend the information contained in writing its the SDTS Disclosure Schedule, SU Disclosure Schedule or the Oncor Disclosure Schedule, as applicable, with respect to any matter hereafter arising matter, whether or discovered which if existing not in existence or known to such party at the date of this Agreement would have been required Agreement. Any supplement to or amendment of (i) the (A) listing of properties or assets included in the SDTS Assets, the SU Assets or the Oncor T Assets (including any schedule of assets to be delivered pursuant to Article I or Article II) or (B) the list of Easements set forth or described in an Easement Schedule, in each case to reflect changes in such Disclosure Schedule. If (without consideration properties, assets or Easements after the date of this Agreement that result from capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures parties set forth in Section 7.1(a). If Buyer terminates 7.01, Section 7.02 and Section 7.03, as applicable, (ii) the Agreement due list of Easements set forth in an Easement Schedule to Material and Adverse Change Disclosures: (aA) if include additional Easements primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, or (B) remove Easements that are not primarily related to the Subject SDTS Operations or Subject Oncor Operations, as applicable, (iii) the list of Subject SDTS Transmission Easements, Subject Xxxxxxx/McAllen Distribution Easements or Oncor Retained Easements or (iv) the list of SDTS Property set forth in Section 4.08(a) of the SDTS Disclosure Schedule to the extent revisions to such Material and Adverse Change Disclosures list are due to any action or omission of Seller or Companyexpressly contemplated thereby shall, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and case of clauses (bi) if such Material and Adverse Change Disclosures are due to any action or omission through (iv), be permitted without the consent of any other person or entity, Seller have no obligation to reimburse Buyer. For the party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable disclosure schedule as of the date of this Agreement. Except as provided in the immediately preceding sentence, any Material and Adverse Change Disclosures that are a result for purposes of or relate determining whether the conditions to the following shall not be deemed to obligations of Oncor, SDTS or SU in Section 8.02, Section 8.03 or Section 8.04, respectively, have been due to any action fulfilled, and for purposes of determining whether there has been a breach of a representation or omission warranty that is the subject of Seller: (a) generally applicable economic conditions indemnification under Section 10.01, Section 10.02, Section 10.03 or economic conditions applicable to the Company's industry in generalSection 10.04, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosuresas applicable, the applicable disclosure of such Material and Adverse Change Disclosures schedule shall be deemed to have cured any breach include only that information contained therein on the date of any representation or warranty made in this Agreement for purposes of Article VIIIand shall be deemed to exclude any information contained in any supplement thereof.

Supplemental Disclosure. Seller shall have the right from time to time prior to the Closing to Date supplement or amend in writing its Seller's Disclosure Schedule with respect to any matter hereafter arising or discovered which if existing or known at the date of this Agreement would have been required to be set forth or described in such Disclosure Schedule. If (without consideration of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse Disclosure Schedule by giving prompt written notice to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures set forth in Section 7.1(a)Purchaser. If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if Any such Material and Adverse Change Disclosures are due to any action supplemental or omission of Seller or Company, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following amended disclosure shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the disclosure of such Material and Adverse Change Disclosures shall be deemed to have cured any such breach of any representation or warranty made in this Agreement Agreement, including for purposes of determining whether or not the conditions set forth in Article VIII.VII have been satisfied and indemnity obligations hereunder, and if the item so disclosed would result in a Material Adverse Effect, Purchaser shall be entitled to terminate this Agreement pursuant to Section 10.01(c). Notwithstanding the foregoing, Seller may provide a supplemental disclosure from time to time prior to the EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION Closing Date (i) to reflect the addition to Schedules 4.11(a)(i) through (a)(xiii) of Company Contracts entered into during the Interim Period with the prior written consent of Purchaser pursuant to Section 6.02 hereof, (ii) to disclose to Purchaser, and reflect that the Company or a Company Subsidiary has obtained, a new Company Permit during the Interim Period, filed a new Permit Application or received material documents and reports of the type described in Section 4.07(d) during the Interim Period, in each case if and to the extent that such Company Permit, Permit Application or permit document/report was obtained in compliance with the terms of Section 6.02, (iii) to reflect the addition to Schedule 4.13(b) of Company Employee Benefit Plans entered into during the Interim Period with the prior written consent of Purchaser pursuant to Section 6.02 hereof, (iv) to disclose to Purchaser copies of stock record books, minute books, bank accounts, and other corporate records of each of the Company and Company Subsidiaries that were prepared after the date hereof to reflect in the records of the Company or an applicable Company Subsidiary corporate actions taken after the date hereof during the Interim Period in each case that were taken with the prior written consent of Purchaser if and to the extent Purchaser has provided prior written consent in accordance with the terms of Section 6.02, and (v) to disclose to Purchaser copies of all material reports, assessments, analyses, reviews, audits and filings relating to known or potential Environmental Conditions, Environmental Liabilities or Environmental Attributes prepared by or on behalf of the Company during the Interim Period, if and to the extent such materials were prepared or obtained by the Company following the receipt by Seller of the prior written consent of Purchaser after the date hereof, and any such supplemental disclosure (A) with respect to such a Company Contract shall be deemed to have amended the applicable subsection of Schedule 4.11(a) and to reflect that such Company Contract has been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), (B) with respect to any such Company Permit, Permit Application or permit document/report shall be deemed to have amended the representation in Section 4.07(a), 4.07(c) or 4.07(d), as applicable, to reflect that such Company Permit, Permit Application or permit document/report, as applicable, has been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), (C) with respect to such Company Employee Benefit Plan shall be deemed to have amended Section 4.13(b) and to reflect that such Company Employee Benefit Plan has been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), (D) with respect to any stock record books, minute books, bank accounts, and other corporate records shall be deemed to have amended the representation in Section 4.27(a) to reflect that such books and records and have been Made Available to Purchaser for all purposes of this Agreement (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available), and (E) with respect to all material reports, assessments, analyses, reviews, audits and filings prepared by or on behalf of the Company relating to known or potential Environmental Conditions, Environmental Liabilities or Environmental Attributes shall be deemed to have amended Section 4.15(e) to reflect that such materials have been Made Available to Purchaser (provided, however, that such disclosure does not in any way modify any other representations and warranties contained in this Agreement or the indemnity rights provided to Purchaser with respect thereto, regardless of the fact that such information was Made Available). Exhibit 10.86 EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Supplemental Disclosure. Seller shall have the right right, from time to time prior to the Closing Closing, to supplement or amend in writing its any section of the Seller Disclosure Schedule with respect to any matter hereafter arising that arises or discovered which if existing or becomes known at by Seller after the date of this Agreement hereof that would have been required or permitted to be set forth or described in the Seller Disclosure Schedule had such Disclosure Schedule. If (without consideration matter existed or been known as of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures set forth in Section 7.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to any action or omission of Seller or Company, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes date of this Agreement, any Material and Adverse Change Disclosures that are (a result of or relate to the following shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event“Supplemental Disclosure Matter”). If Buyer elects to complete Closing notwithstanding Any such Material and Adverse Change Disclosures, the supplemental disclosure of such Material and Adverse Change Disclosures shall will be deemed to have cured any breach inaccuracy of any representation or warranty made in this Agreement for all purposes hereunder (it being understood that the consummation of Article VIIIthe Closing will be deemed to constitute a waiver of any such breach). Notwithstanding the foregoing, Seller’s right to supplement the Seller Disclosure Schedule shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Company in excess of $500,000.00 unless Seller, in a written notice to Buyer, grants Buyer the right, within five Business Days of such notice, to terminate this Agreement pursuant to Section 9.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 9.1(a) if Buyer chooses to do so). In the event Buyer chooses not to terminate this Agreement as provided in the proviso of the preceding sentence, such supplement to the Seller Disclosure Schedule shall be permitted and any such supplemental disclosure permitted by this Section 5.5 will be deemed to have cured any inaccuracy of the representation and warranty made in the Seller Disclosure Schedule for all purposes hereunder.

Supplemental Disclosure. Seller shall have the right from time to time prior to the Closing to supplement or amend the Sections of the Seller Disclosure Letter referenced in writing its Disclosure Schedule Article IV with respect to any matter hereafter arising or discovered which that, if existing or known at the date of this Agreement Agreement, would have been required to be set forth or described in such the Seller Disclosure Schedule. If (without consideration Letter; it being understood that in doing so, Seller shall not be permitted to supplement or amend any other Section of the materiality qualifications contained in individual representations and warranties) the changes pursuant to Seller Disclosure Letter. No such supplements and amendmentssupplement or amendment shall be evidence, in and of itself, that the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures set forth in Section 7.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to any action or omission of Seller or Company, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate corresponding section are no longer true and (b) if correct. It is specifically agreed that such Material and Adverse Change Disclosures are due to any action or omission Sections of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention Disclosure Letter may be supplemented or agreement amended to sell the Companyadd, (c) the execution delete or correct material and delivery of this Agreement immaterial items. Any such supplemental or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the amended disclosure of such Material and Adverse Change Disclosures shall be deemed to have cured any breach of any representation or warranty (other than any Seller Fundamental Representation) made by Seller in this Agreement for purposes of Article VIIIdetermining whether or not the condition set forth in Section 7.03(a)(ii) hereof has been satisfied, but will not be deemed to have cured any breach of any representation, warranty or covenant made by Seller or any other member of the Seller Group in this Agreement, any Ancillary Agreement or any other Transaction Document for any other purpose, including for purposes of determining whether or not there are indemnification obligations and/or Losses under this Agreement. Additionally, subject to Section 6.10(f), no such supplemental or amended disclosure shall be deemed to expand the scope of the Excluded Assets or the Assumed Liabilities or reduce the scope of the Transferred Assets or the Retained Liabilities. All references to any Section of the Seller Disclosure Letter that is supplemented or amended as provided in this Section 6.03 will for all purposes be deemed to be a reference to such Section as so supplemented or amended. Purchaser shall have no right to, and hereby waives any right to, terminate this Agreement under Section 8.01(d)(i)(A) as a result of a breach of any representation or warranty in this Agreement (other than any Seller Fundamental Representation) qualified by any modification or supplement to the Seller Disclosure Letter pursuant to this Section 6.03.

Supplemental Disclosure. Seller shall have the right from time to time prior to the Closing Date to supplement or amend in writing its the Disclosure Schedule Schedules prepared by it with respect to any matter hereafter arising or discovered which if not existing or or, to the extent that a representation and warranty is qualified by a reference to the knowledge of Seller, known at as of the date of this Agreement which, if existing or known by Seller as of the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule. If (without consideration Seller shall provide any such supplemental disclosure as promptly as practicable. In the event that Seller delivers a supplemental disclosure within five business days of a date which otherwise would have been the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures")Closing Date, Buyer shall have the right to terminate this Agreement delay the Closing in accordance with order to consider and evaluate the procedures impact of such disclosed matter; provided, however, that unless such disclosure renders a condition set forth in Section 7.1(a7.2, other than Section 7.2(a). If Buyer terminates , unsatisfied, the Agreement due to Material and Adverse Change Disclosures: Closing shall occur on the next Monday (a) or, if such Material and Adverse Change Disclosures are due to any action or omission of Seller or CompanyMonday is not a business day, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (bnext business day thereafter) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For after the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to date which otherwise would have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure eventClosing Date. If Buyer elects to complete Closing notwithstanding Any such Material and Adverse Change Disclosures, the supplemental disclosure of such Material and Adverse Change Disclosures shall will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of Article VIIIdetermining whether or not the conditions set forth in Section 7.2(a) hereof have been satisfied as of the Closing Date, but not for purposes of determining whether or not other conditions set forth in Section 7.2 hereof have been satisfied. Moreover, such additional disclosures will be deemed to have been disclosed for purposes of qualifying any of the representations and warranties made in or pursuant to this Agreement as of the Closing Date for purposes of determining whether Buyer and its related Indemnified Parties are entitled to indemnification pursuant to Section 9.1(a) (it being understood that all such representations and warranties set forth in Section 3.1 are being remade as of the Closing Date for purposes of Section 9.1(a) and that all such representations and warranties set forth in Section 3.2 are being remade as of the Closing Date for purposes of Section 9.2(a)). To the knowledge of Seller, as of the date hereof, there are no items that are required to be disclosed on a Schedule pursuant to the terms of this Agreement that are not so disclosed.

Supplemental Disclosure. Seller shall have the right from time to time prior (a) Prior to the third (3rd) Business Day preceding the Closing Date, Sellers shall supplement the Disclosure Schedules relating to supplement or amend in writing its Disclosure Schedule Article III hereunder, as appropriate, with respect to any matter hereafter arising that arises or discovered which if existing or becomes known at by Sellers after the date of this Agreement hereof and that would have been required to be set forth or described in the Disclosure Schedules had such Disclosure Schedule. If (without consideration matter existed or been known to Sellers as of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures set forth in Section 7.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to any action or omission of Seller or Company, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes date of this Agreement, any Material and Adverse Change Disclosures ; provided that are a result of or relate to the following Sellers shall not be deemed entitled to have been due update the Disclosure Schedules for errors or omissions to the Disclosure Schedules as of the date hereof. Any such update shall be made promptly after such matter arises or becomes known to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in generalSeller Party, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation as applicable. Any such update of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the disclosure of such Material and Adverse Change Disclosures shall Disclosure Schedules will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes with respect to such matter, only to the extent that the matter giving rise to such update of the Disclosure Schedules, when aggregated with all other matters giving rise to updates of the Disclosure Schedules and without taking into account any of the provisions of Article VIIIXI, has resulted in the DMS Entities, taken as a whole, being required to make payments, incur obligations, or suffer liabilities or losses of up to U.S.$10,000,000 (whether actually incurred prior to or after the Closing) (it being understood that the consummation of the Closing with respect to any such update will be deemed to constitute a waiver of a right to indemnity with respect to the breach or breaches cured by such update with respect to the first U.S.$10,000,000 in the aggregate of payments, obligations incurred, or liabilities or losses suffered in connection with such breach or breaches). In the event that any such matter giving rise to an update of the Disclosure Schedules, when aggregated with all other matters giving rise to updates of the Disclosure Schedules and without taking into account any of the provisions of Article XI, has resulted in the DMS Entities, taken as a whole, being required to make payments, incur obligations, or suffer liabilities or losses in excess of U.S.$10,000,000 (whether actually incurred prior to or after the Closing), such update will not be deemed to have cured any breach of any representation or warranty made in this Agreement with respect to such matter to the extent the aggregate amount of such payments, obligations, liabilities and losses exceed U.S.$10,000,000 in the aggregate (it being understood that the consummation of the Closing with respect to any such update will not be deemed to constitute a waiver of a right to indemnity with respect to such matters in excess of U.S.$10,000,000 in the aggregate, and the provisions of Article XI shall apply to such matters).

Supplemental Disclosure. Seller shall have the right shall, from time to time prior to the Closing to Closing, by notice in accordance with the terms of this Agreement, supplement or amend in writing its Disclosure any Schedule or add a Schedule with respect a corresponding reference to any matter hereafter arising or discovered which if existing or known at the date of be added to this Agreement (each, a “Supplement”), including one or more Supplements to correct any material matter that would have been required to be set forth or described in the Schedules. Each Supplement shall be accompanied by reasonably detailed factual supporting information relating to all matters disclosed therein. In the event that any Supplement includes a certification from the Seller that the matters disclosed in such Disclosure ScheduleSupplement are reasonably likely to cause the failure of the condition set forth in Section 7.3(a) to be satisfied, then Buyer will be entitled to terminate this Agreement pursuant to Section 8.1(d) by delivery of a written termination notice to Seller within five (5) Business Days after delivery by Seller of such Supplement. If Buyer does not provide a written termination notice pursuant to and in accordance with Section 8.1(d) within five (without consideration 5) Business Days after receiving any such Supplement referred to in the immediately preceding sentence, then Buyer will be deemed to have waived for all purposes of this Agreement all rights and remedies (including its right not to consummate the transactions contemplated by this Agreement due to the failure of the materiality qualifications contained condition set forth in individual representations and warrantiesSection 7.3(a)) hereunder or under applicable Law arising out of the changes pursuant to such supplements and amendments, in the aggregate, are breaches breach of Seller's any representations and warranties of Seller disclosed in the applicable Supplement; provided, that are materially adverse to if the time period during which Buyer (collectively, "Material and Adverse Change Disclosures"), Buyer shall have has the right to terminate this Agreement pursuant to Section 8.1(d) would extend beyond the Closing Date, Buyer may, at any time, by providing written notice thereof to Seller, extend the Closing Date to the fifth (5 th ) Business Day that follows the last day on which such right is permitted to be exercised. For the avoidance of doubt, if a Supplement is delivered without a certification from Seller that the matters disclosed in accordance with such Supplement are reasonably likely to cause the procedures failure of the condition set forth in Section 7.1(a). If Buyer terminates 7.3(a) to be satisfied, then the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to Supplement shall neither cure any action or omission of Seller or Company, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement breaches by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or nor affect the consummation rights and remedies of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the disclosure of such Material and Adverse Change Disclosures shall be deemed to have cured any breach of any representation or warranty made set forth in this Agreement for purposes of Article VIII.Agreement. Section 6.8

Supplemental Disclosure. Seller From time to time during the Pre-closing Period, the Sellers and the Company shall have the right from time to time prior to the Closing continuing obligation promptly to supplement or amend in writing its the Seller Disclosure Schedule (in the case of the Sellers) or the Company Disclosure Schedule (in the case of the Sellers and the Company) with respect to any matter hereafter arising or discovered which if existing would be required to be set forth or known described in any section of the Seller Disclosure Schedule or the Company Disclosure Schedule in order for the representations and warranties of the Sellers and the Company to be true and correct at all times during such period; provided, however, that except as set forth in the following sentence, for the purposes of the rights and obligations of the parties hereunder (including for purposes of the conditions to the obligations of the parties set forth in Article X and the indemnification provisions contained in Article XII), the Seller Disclosure Schedule and the Company Disclosure Schedule will be deemed to include only the information contained therein on the date of this Agreement and will be deemed to exclude all information contained in any such supplement or amendment. Notwithstanding the foregoing, (a) if the Seller Disclosure Schedule and/or the Company Disclosure Schedule are supplemented or amended during the Pre-closing Period to reflect any matter (i) that first arises after the date of this Agreement and, if existing on the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule. If (without consideration of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's Seller Disclosure Schedule and/or the Company Disclosure Schedule in order for the representations and warranties of the Sellers and the Company to be true and correct and (ii) that are materially adverse to Buyer (collectivelydoes not arise, "Material and Adverse Change Disclosures")in whole or in substantial part, Buyer shall have from a breach by the right to terminate this Agreement in accordance with Sellers or the procedures Company of any of their covenants or agreements set forth in Section 7.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material and Adverse Change Disclosures are due to any action or omission of Seller or Companythis Agreement, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (b) if the Sellers and the Company acknowledge in writing to the Purchaser when such Material supplement or amendment is delivered to the Purchaser that the matter disclosed in such supplement or amendment would cause any of the conditions to the obligations of the Purchaser set forth in Article X to not be fulfilled at or prior to the Closing, and Adverse Change Disclosures are due to any action or omission the Purchaser nonetheless proceeds with the Closing of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes of transactions contemplated by this Agreement, any Material and Adverse Change Disclosures that are a result of then, unless otherwise agreed in writing by the parties, such supplement or relate to the following amendment shall not be deemed to have been due to any action or omission qualified, as applicable, the representations and warranties made as of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement Closing Date by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement Sellers or the consummation of the transactions contemplated hereby Company (as applicable) pursuant to Article III, Article IV, Article V and Article VI (or the announcement thereofelsewhere in this Agreement, or (dif relevant) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material as applicable, and Adverse Change Disclosures, the disclosure of such Material and Adverse Change Disclosures shall be deemed to have cured any breach of any such representation or warranty made as of the Closing Date that may have otherwise existed hereunder in this Agreement the absence of such supplement or amendment for purposes of Article VIIIdetermining any indemnification rights of the Purchaser Indemnified Parties contained in this Agreement.

Supplemental Disclosure. Seller shall have the right promptly from time to time prior to the Closing to supplement or amend in writing its Disclosure Schedule with respect to any matter hereafter arising or discovered which if existing or known at the date of this Agreement would have been required to be set forth or described in such Disclosure Schedule. If (without consideration of the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse reasonably likely to Buyer involve sums equal to or in excess of $50,000 to remedy (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the right to terminate this Agreement in accordance with the procedures set forth in Section 7.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: (a) if such Material Buyer's sole remedy shall be to require Seller to reimburse Buyer, and Adverse Change Disclosures are due to any action or omission of Seller or Company, Seller shall will reimburse Buyer for its reasonable expenses, not to exceed $50,000 20,000 in the aggregate and (b) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the disclosure of such Material and Adverse Change Disclosures shall be deemed to have been made as of the date of this Agreement and to have cured any breach of any representation or warranty made in this Agreement for all purposes of Article VIIIthis Agreement, however, Section 9.4(a) shall no longer apply to Seller and such section shall be of no further effect and Buyer shall be entitled to seek indemnification from Seller or to reduce the Purchase Price on a dollar-for-dollar basis to the extent the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties as of the date of this Agreement that involve sums in excess of $50,000 to remedy.

Supplemental Disclosure. Seller shall have the right from time to time prior to the Closing Date to supplement or amend in writing its the Disclosure Schedule Schedules prepared by it with respect to any matter hereafter arising not existing or, to the extent that a representation or discovered which if existing or warranty is qualified by a reference to the knowledge of Seller, known at as of the date of this Agreement which, if existing or known by Seller as of the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule. If (without consideration Seller shall provide any such supplemental disclosure as promptly as practicable. In the event that Seller delivers a supplemental disclosure within five business days of a date which otherwise would have been the materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the aggregate, are breaches of Seller's representations and warranties that are materially adverse to Buyer (collectively, "Material and Adverse Change Disclosures")Closing Date, Buyer shall have the right to terminate this Agreement delay the Closing in accordance with order to consider and evaluate the procedures impact of such disclosed matter; provided, however, that unless such disclosure renders a condition set forth in Section 7.1(a7.2, other than Section 7.2(a). If Buyer terminates , unsatisfied, the Agreement due to Material and Adverse Change Disclosures: Closing shall occur on the next Monday (a) or, if such Material and Adverse Change Disclosures are due to any action or omission of Seller or CompanyMonday is not a business day, Seller shall reimburse Buyer for its reasonable expenses, not to exceed $50,000 in the aggregate and (bnext business day thereafter) if such Material and Adverse Change Disclosures are due to any action or omission of any other person or entity, Seller have no obligation to reimburse Buyer. For after the purposes of this Agreement, any Material and Adverse Change Disclosures that are a result of or relate to the following shall not be deemed to date which otherwise would have been due to any action or omission of Seller: (a) generally applicable economic conditions or economic conditions applicable to the Company's industry in general, (b) the announcement by the Seller of its intention or agreement to sell the Company, (c) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (d) any force majeure eventClosing Date. If Buyer elects to complete Closing notwithstanding Any such Material and Adverse Change Disclosures, the supplemental disclosure of such Material and Adverse Change Disclosures shall will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of Article VIIIdetermining whether or not the conditions set forth in Section 7.2(a) hereof have been satisfied as of the Closing Date, but not for purposes of determining whether or not other conditions set forth in Section 7.2 hereof have been satisfied. Moreover, such additional disclosures will be deemed not to have been disclosed for purposes of qualifying any of the representations and warranties made in or pursuant to this Agreement as of the Closing Date for purposes of determining whether Buyer and its related Indemnified Parties are entitled to indemnification pursuant to Section 9.1(a) (it being understood that all such representations and warranties set forth in Section 3.1 are being remade as of the Closing Date for ASSET PURCHASE AGREEMENT 44 EXECUTION VERSION purposes of Section 9.1(a) and that all such representations and warranties set forth in Section 3.2 are being remade as of the Closing Date for purposes of Section 9.2(a)). To the knowledge of Seller, as of the date hereof, there are no items that are required to be disclosed on a Schedule pursuant to the terms of this Agreement that are not so disclosed.