Common use of Supplemental Disclosure Clause in Contracts

Supplemental Disclosure. (a) SDTS and SU shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicable, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements after the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the covenants of the parties set forth in Section 5.01 or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule as of the date of this Agreement. (b) SU shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 have been fulfilled, any such supplemented Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof). (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Seller shall have the right from time to time during prior to the Pre-Closing Period to supplement or amend the information contained in the applicable Property writing its Disclosure Schedule with respect to any matter hereafter arising or Schedule A, Schedule C, Schedule E discovered which if existing or Schedule G, as applicable, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements after known at the date of this Agreement solely would have been required to be set forth or described in such Disclosure Schedule. If (without consideration of the extent that such change results from actions permitted materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the covenants 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 parties right to terminate this Agreement in accordance with the procedures set forth in Section 5.01 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 Section 5.02omission of Seller or Company, as applicableSeller 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 (iid) any force majeure event. If Buyer elects to complete Closing notwithstanding such Material and Adverse Change Disclosures, the list disclosure of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party such Material and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule as of the date of this Agreement. (b) SU shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 have been fulfilled, any such supplemented Disclosure Schedule Adverse Change Disclosures shall be deemed to include only that information contained therein on the date have cured any breach of any representation or warranty made in this Agreement and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence for purposes of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)Article VIII. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS Each of SDTS, SU and SU Oncor shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in the applicable Property SDTS Disclosure Schedule, SU Disclosure Schedule or Schedule A, Schedule C, Schedule E or Schedule Gthe Oncor Disclosure Schedule, as applicable, with respect to any matter, whether or not in accordance with existence or known to such party at the date of this Section 5.06(a)Agreement. Any supplement to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX SDTS Assets, the SU Assets or NTX the Oncor T Assets set forth on Schedule A, Schedule C, Schedule E (including any schedule of assets to be delivered pursuant to Article I or Schedule G, as applicable, Article II) or (B) the list of Owned Property, Leasehold Property or Real Property Agreements Easements set forth in the applicable Property an Easement Schedule, in each case, case to reflect changes in such Contracts, properties, assets or Real Property Agreements Easements after the date of this Agreement solely to the extent that such change results result from actions capital expenditures or acquisitions or sales or other dispositions of properties and assets that are permitted pursuant to the covenants of the parties set forth in Section 5.01 or 7.01, Section 5.027.02 and Section 7.03, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements Easements set forth in the applicable Property an Easement Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements Easements primarily related to the Subject STX SDTS Operations or Subject NTX Oncor Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements Easements that are not primarily related to the Subject STX SDTS Operations or Subject NTX Oncor Operations, as applicable, shall (iii) the list of Subject SDTS Transmission Easements, Subject ▇▇▇▇▇▇▇/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 list are expressly contemplated thereby shall, in the case of clauses (i) through (iv), be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule disclosure schedule as of the date of this Agreement. (b) SU shall have . Except as provided in the right from time to time during the Pre-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For immediately preceding sentence, for purposes of determining whether the conditions to the obligations of Oncor, SDTS or SU in Section 6.02 8.02, Section 8.03 or Section 8.04, respectively, have been fulfilled, any such supplemented Disclosure Schedule and for purposes of determining whether there has been a breach of a representation or warranty that is the subject of indemnification under Section 10.01, Section 10.02, Section 10.03 or Section 10.04, as applicable, the applicable disclosure schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)thereof. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Disclosures made in any part of the Disclosure Schedules shall also be deemed to have been made with respect to each other section of this Agreement to which the right from relevance of such disclosures is reasonably apparent. From time to time during prior to the Pre-Closing, the Company or the Sellers may amend or supplement the Disclosure Schedules attached to this Agreement with respect to any matter that, if existing or occurring at or prior to the Closing Period Date, would have been required to supplement be set forth or amend the described on such a Disclosure Schedule or that is necessary to complete or correct any information in any representation or warranty contained in the applicable Property ARTICLE 3 or 4 (a “Disclosure Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicable, in accordance with this Section 5.06(aUpdate”). Any supplement Each Disclosure Schedule Update delivered to or amendment the Buyer shall be deemed to modify the representations and warranties herein for purposes of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each caseSection 7.3(b), to reflect changes in the extent that such ContractsDisclosure Schedule Update discloses facts, properties, assets events or Real Property Agreements circumstances which occurred after the date of this Agreement solely Agreement. The Disclosure Schedule Update and the matters disclosed therein shall not be deemed to cure any breaches of representations or warranties existing on the extent that such change results from actions permitted pursuant to date hereof (an “Updated Disclosure of a Preexisting Matter”), including for purposes of determining the covenants satisfaction of the parties condition set forth in Section 5.01 7.3(b). If, following receipt of the Updated Disclosure of a Preexisting Matter, the Closing occurs, then the Buyer shall be entitled to make a claim in respect of any Damages that were incurred by any Buyer Indemnified Person arising out of or Section 5.02relating to the Updated Disclosure of a Preexisting Matter under this Agreement pursuant to ARTICLE 10. Notwithstanding anything in this Agreement to the contrary, as applicable, the delivery by the Company or (ii) the list Sellers of Owned Property, Leasehold Property or Real Property Agreements any Disclosure Schedule Update shall not affect the satisfaction of the condition set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule as of the date of this Agreement. (b) SU shall have the right from time to time during the Pre-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 have been fulfilled, any such supplemented Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof7.3(a). (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Seller shall have the right from time to time during prior to the Pre-Closing Period Date to supplement or amend the information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicable, in accordance Disclosure Schedules prepared by it with this Section 5.06(a). Any supplement respect to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each caseany matter not existing or, to reflect changes in such Contractsthe extent that a representation or warranty is qualified by a reference to the knowledge of Seller, properties, assets or Real Property Agreements after known as of the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the covenants of the parties set forth in Section 5.01 which, if existing or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule known by Seller as of the date of this Agreement. (b) SU , would have been required to be set forth or described in such Schedule. 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 Closing Date, Buyer shall have the right from time to time during delay the Pre-Closing Period in order to supplement or amend consider and evaluate the information contained impact of such disclosed matter; provided, however, that unless such disclosure renders a condition set forth in Section 7.2, other than Section 7.2(a), unsatisfied, the Closing shall occur on the next Monday (ior, if such Monday is not a business day, the next business day thereafter) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereofwhich otherwise would have been the Closing Date. For Any such supplemental disclosure will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the conditions to the obligations of SU set forth in Section 6.02 7.2(a) hereof have been fulfilledsatisfied as of the Closing Date, any but not for purposes of determining whether or not other conditions set forth in Section 7.2 hereof have been satisfied. Moreover, such supplemented Disclosure Schedule shall additional disclosures will be deemed not to include only that information contained therein on have been disclosed for purposes of qualifying any of the date of representations and warranties made in or pursuant to this Agreement as of the Closing Date for purposes of determining whether Buyer and shall be deemed its related Indemnified Parties are entitled to exclude any information contained in any supplement thereof indemnification pursuant to Section 9.1(a) (it being understood that all such representations and agreed that warranties set forth in Section 3.1 are being remade as of the second sentence Closing Date for ASSET PURCHASE AGREEMENT 44 EXECUTION VERSION purposes of Section 4.10(a9.1(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, which addresses Legal Proceedings related to the Transactions, is being made 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. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU shall have The Company shall, subject to the right provisions of this Section 5.8, from time to time during time, but no later than fifteen (15) Business Days prior to the Pre-Closing Period to supplement or amend the information contained in the applicable Property Schedule or Schedule ADate, Schedule C, Schedule E or Schedule G, as applicable, by notice in accordance with this Section 5.06(a). Any Agreement, supplement the Company Disclosure Schedule to or amendment of reflect any matter that (i) arises or new information that becomes known by the (A) listing Company or any of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements Company Subsidiaries after the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the covenants of the parties set forth in Section 5.01 or Section 5.02, as applicable, or and (ii) the list of Owned Property, Leasehold Property would have been required or Real Property Agreements permitted to be set forth or described in the applicable Property Company Disclosure Schedule to (A) include additional Owned Property, Leasehold Property had such matter existed or Real Property Agreements primarily related such information been known to the Subject STX Operations Company or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to any of the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule Company Subsidiaries as of the date of this AgreementAgreement (the “Supplemental Disclosure”). (b) SU Parent shall have fourteen (14) Business Days after receipt of any Supplemental Disclosure (the right from time “Termination Period”) in which to time during the Pre-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 review such Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the SU Disclosure Schedule Company’s representations and warranties or covenants hereunder or which has or could be reasonably expected to reflect changes have a Company Material Adverse Effect, Parent and the Company shall discuss such matter in such Contracts solely good faith and attempt to resolve the matter. In the event the matter is not resolved Parent may terminate this Agreement by delivering a written notice of termination to the extent that such change results from actions permitted pursuant Company prior to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 expiration of the SU Termination Period. If a notice of termination is not received with respect to any Supplemental Disclosure Schedule solely to within the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 have been fulfilledTermination Period, any such supplemented Disclosure Schedule shall Parent will be deemed to include only that information contained therein on have waived its right to terminate with respect to such Supplemental Disclosure and the date Company Disclosure Schedule will be deemed, for the purpose of this Agreement Parent’s and shall be deemed Merger Sub’s condition to exclude any information contained Closing as set forth in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a6.2(a), which addresses Legal Proceedings related and for the purpose of the indemnification provisions in Article VII, to be amended and supplemented as described in the Transactions, is being made Supplemental Disclosure as of the date hereof)Execution Date and the company shall not be deemed in breach of any representation or warranty with respect to such Supplemental Disclosure. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Seller shall have the right from time to time during prior to the Pre-Closing Period to supplement or amend the information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicable, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements after the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the covenants Sections of the parties set forth Seller Disclosure Letter referenced in Section 5.01 Article IV with respect to any matter hereafter arising that, if existing or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule as of known at the date of this Agreement. (b) SU , would have been required to be set forth or described in the Seller Disclosure Letter; it being understood that in doing so, Seller shall have the right from time to time during the Pre-Closing Period not be permitted to supplement or amend the information contained in (i) the listing of Material Contracts on any other Section 4.07 of the SU Seller Disclosure Schedule to reflect changes Letter. No such supplement or amendment shall be evidence, in such Contracts solely to and of itself, that the extent representations and warranties in the corresponding section are no longer true and correct. It is specifically agreed that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 Sections of the SU Seller Disclosure Schedule solely Letter may be supplemented or amended to the extent that add, delete or correct material and immaterial items. Any such change results from a Legal Proceeding arising after the date hereof. For supplemental or amended disclosure 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 determining whether or not the conditions to the obligations of SU condition set forth in Section 6.02 7.03(a)(ii) hereof has been satisfied, but will not be deemed to have been fulfilledcured 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 supplemented Disclosure Schedule supplemental or amended disclosure shall be deemed to include only that information contained therein on expand the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as scope of the date hereof). (c) Except 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 5.06 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 11.12, the parties may not amend 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 any Schedule or to the Seller Disclosure ScheduleLetter pursuant to this Section 6.03.

Supplemental Disclosure. (a) SDTS and SU shall Seller will have the right from time continuing obligation up to time during and including the Pre-Closing Period Date to supplement or amend the Disclosure Schedule with respect to any material matter subsequently arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or listed in the Disclosure Schedule. Any such supplemental disclosure will be deemed to have been disclosed as of the date (b) Prior to Closing, Seller shall confirm the accuracy of its representation and warranties under Section 6.12(f) by interviewing the operations centers general managers in Birmingham, Daytona Beach, San Diego and Portland. In the event such interviews reveal any matter which, if existing or known at the date of this Agreement, would have been required to be set forth or listed in the Disclosure Schedule in response to Section 6.12(f), Seller will notify Purchaser of the same. Purchaser and Parent acknowledge and agree that no information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicableany such supplemental disclosure shall be deemed to constitute a breach of Section 6.12(f) unless, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contractsaggregate, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes matters listed in such Contracts, properties, assets or Real Property Agreements supplemental disclosure are likely to result in Seller Material Adverse Effect. (c) Purchaser and Parent will have the continuing obligation up to and including the Closing Date to disclose to Seller in writing any matter coming to Purchaser's Knowledge after the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the constitutes a breach by Seller of any of its representations, warranties, covenants of the parties or agreements set forth in Section 5.01 or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if (any such supplement or amendment had matter will be deemed to have been reflected in the applicable Schedule within Purchaser's Knowledge as of the date of this Agreement. Agreement if Purchaser and Parent proceed with and ultimately consummate the Closing after such matter comes to Purchaser's Knowledge). (bd) SU shall Purchaser and Parent will have the right from time continuing obligation up to time during and including the Pre-Closing Period Date to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Parent Disclosure Schedule with respect to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) any material matter subsequently arising or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after discovered which, if existing or known at the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 this Agreement, would have been fulfilled, any required to be set forth or listed in the Parent Disclosure Schedule. Any such supplemented Disclosure Schedule shall supplemental disclosure will be deemed to include only that information contained therein on have been disclosed as of the date of this Agreement if Seller proceeds with and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that ultimately consummates the second sentence Closing following receipt of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)such supplemental disclosure. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Seller shall have the right from time to time during prior to the Pre-Closing Period Date to supplement or amend the information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicable, in accordance Disclosure Schedules prepared by it with this Section 5.06(a). Any supplement respect to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each caseany matter not existing or, to reflect changes in such Contractsthe extent that a representation and warranty is qualified by a reference to the knowledge of Seller, properties, assets or Real Property Agreements after known as of the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the covenants of the parties set forth in Section 5.01 which, if existing or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule known by Seller as of the date of this Agreement. (b) SU , would have been required to be set forth or described in such Schedule. 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 Closing Date, Buyer shall have the right from time to time during delay the Pre-Closing Period in order to supplement or amend consider and evaluate the information contained impact of such disclosed matter; provided, however, that unless such disclosure renders a condition set forth in Section 7.2, other than Section 7.2(a), unsatisfied, the Closing shall occur on the next Monday (ior, if such Monday is not a business day, the next business day thereafter) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereofwhich otherwise would have been the Closing Date. For Any such supplemental disclosure will be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the conditions to the obligations of SU set forth in Section 6.02 7.2(a) hereof have been fulfilledsatisfied as of the Closing Date, any but not for purposes of determining whether or not other conditions set forth in Section 7.2 hereof have been satisfied. Moreover, such supplemented Disclosure Schedule shall additional disclosures will be deemed to include only that information contained therein on have been disclosed for purposes of qualifying any of the date of representations and warranties made in or pursuant to this Agreement as of the Closing Date for purposes of determining whether Buyer and shall be deemed its related Indemnified Parties are entitled to exclude any information contained in any supplement thereof indemnification pursuant to Section 9.1(a) (it being understood that all such representations and agreed that warranties set forth in Section 3.1 are being remade as of the second sentence Closing Date for purposes of Section 4.10(a9.1(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, which addresses Legal Proceedings related to the Transactions, is being made 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. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Prior to the third (3rd) Business Day preceding the Closing Date, Sellers shall have supplement the right from time Disclosure Schedules relating to time during the Pre-Closing Period to supplement or amend the information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule GArticle III hereunder, as applicableappropriate, in accordance with this Section 5.06(a). Any supplement respect to any matter that arises or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements becomes known by Sellers after the date of this Agreement solely hereof and that would have been required to the extent that such change results from actions permitted pursuant to the covenants of the parties be set forth in Section 5.01 or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth described in the applicable Property Schedule Disclosure Schedules had such matter existed or been known to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule Sellers as of the date of this Agreement; provided that the Sellers shall not be entitled to 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 Seller Party, as applicable. Any such update of the Disclosure Schedules will be deemed to have cured any breach of any representation or warranty made in this Agreement 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 XI, 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). (b) SU shall have Notwithstanding the right from time to time during the Pre-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts foregoing, no matter included on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely any update to the extent that such change results from actions permitted Disclosure Schedules made pursuant to Section 10.05(c5.5(a) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely will be deemed to the extent that such change results from a Legal Proceeding arising after the date hereof. For have been disclosed for purposes of determining whether or not the conditions to the obligations of SU set forth in Section 6.02 9.2(a) have been fulfilled, any such supplemented Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)satisfied. (c) Except as provided In the event that the matters disclosed in the supplements to the Disclosure Schedules proposed by Sellers pursuant to Section 5.5(a), individually or in the aggregate, constitute a Material Adverse Effect then Buyers shall have the right to terminate this Agreement by providing written notice of termination to Sellers. It is acknowledged and agreed that any termination of this Agreement by Buyers pursuant to this Section 5.06 or Section 11.12, 5.5(c) shall not require payment of the parties may not amend or supplement any Schedule or Disclosure ScheduleBuyers’ Termination Fee.

Supplemental Disclosure. (a) SDTS No earlier than the fifteenth (15th) Business Day prior to the anticipated Closing Date, and SU no later than the tenth (10th) Business Day prior to the anticipated Closing Date, the Sellers and the Company shall have deliver to Purchaser a supplement to the right from time to time during Sellers Disclosure Schedule and Company Disclosure Schedule, respectively, that supplements or amends the Pre-Closing Period to supplement or amend the information contained disclosure in the applicable Property Sellers Disclosure Schedule or Schedule A, Schedule C, Schedule E or Schedule GCompany Disclosure Schedule, as applicable, in accordance with this Section 5.06(a). Any supplement respect to or amendment of any matter that both (i) to the (A) listing then actual Knowledge of Contracts, properties Sellers or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule GCompany, as applicable, arises or is discovered hereafter and (Bii) if existing or known at the list of Owned Propertydate hereof, Leasehold Property or Real Property Agreements would have been required to be set forth in the applicable Property Schedule, in each case, to reflect changes or described in such ContractsDisclosure Schedules; provided, propertieshowever, assets that no such supplement or Real Property Agreements after the date of this Agreement solely amendment to the extent that such change results from actions permitted pursuant to Disclosure Schedules shall have any effect for the covenants purpose of determining the satisfaction of the parties conditions set forth in Section 5.01 7.2 or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement determining the amount of or amendment had been reflected in the applicable Schedule as of the date of this Agreementwhether any Person is entitled to indemnification pursuant to ARTICLE IX. (b) SU shall have Sellers and the right from time to time during the Pre-Closing Period to supplement Company shall, as promptly as reasonably practicable, upon obtaining actual Knowledge of any event, condition or amend the information contained in (i) the listing fact that would cause any of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to Purchaser’s obligation to consummate the obligations of SU in Section 6.02 have been Transaction not to be fulfilled, any such supplemented Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement notify Purchaser thereof, and shall be deemed to exclude furnish Purchaser any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)may reasonably request with respect thereto. (c) Except Purchaser shall, as provided in this Section 5.06 promptly as reasonably practicable, upon obtaining actual Knowledge of any event, condition or Section 11.12fact that would cause any of the conditions to the Company’s and the Sellers’ obligation to consummate the Transaction not to be fulfilled, notify the parties Company and the Sellers thereof, and furnish to each of the Company and the Sellers any information such Person may not amend or supplement any Schedule or Disclosure Schedulereasonably request with respect thereto.

Supplemental Disclosure. (a) SDTS and SU shall have the right from From time to time during the Pre-Closing Period closing Period, the Sellers and the Company shall have the continuing obligation promptly to supplement or amend the information contained Seller Disclosure Schedule (in the applicable Property 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 would be required to be set forth or described in any section of the Seller Disclosure Schedule or the Company Disclosure Schedule Ain order for the representations and warranties of the Sellers and the Company to be true and correct at all times during such period; provided, Schedule Chowever, Schedule E or Schedule G, that except as applicable, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedulefollowing sentence, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements after for the date purposes of this Agreement solely the rights and obligations of the parties hereunder (including for purposes of the conditions to the extent that such change results from actions permitted pursuant to the covenants obligations of the parties set forth in Section 5.01 or Section 5.02, as applicable, or (ii) Article X and the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had been reflected in the applicable Schedule as of the date of this Agreement. (b) SU shall have the right from time to time during the Pre-Closing Period to supplement or amend the information indemnification provisions contained in (i) Article XII), the listing of Material Contracts on Section 4.07 of the SU Seller Disclosure Schedule to reflect changes in such Contracts solely to and the extent that such change results from actions permitted pursuant to Section 10.05(c) or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Company Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 have been fulfilled, any such supplemented Disclosure Schedule shall will be deemed to include only that 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 in the 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 does not arise, in whole or in substantial part, from a breach by the Sellers or the Company of any of their covenants or agreements set forth in this Agreement, and (b) if the Sellers and the Company acknowledge in writing to the Purchaser when such 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 the Purchaser nonetheless proceeds with the Closing of the transactions contemplated by this Agreement, then, unless otherwise agreed in writing by the parties, such supplement or amendment shall be deemed to exclude any information contained in any supplement thereof (it being understood have qualified, as applicable, the representations and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being warranties made as of the date hereof). Closing Date by the Sellers or the Company (cas applicable) Except as provided pursuant to Article III, Article IV, Article V and Article VI (or elsewhere in this Section 5.06 Agreement, if relevant) as applicable, and to have cured any breach of any such representation or Section 11.12, warranty made as of the parties Closing Date that may not amend have otherwise existed hereunder in the absence of such supplement or supplement amendment for purposes of determining any Schedule or Disclosure Scheduleindemnification rights of the Purchaser Indemnified Parties contained in this Agreement.

Supplemental Disclosure. (a) SDTS and SU shall Seller will have the right from time continuing obligation up to time during and including the Pre-Closing Period Date to supplement or amend the Disclosure Schedule with respect to any material matter subsequently arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or listed in the Disclosure Schedule. Any such supplemental disclosure will be deemed to have been disclosed as of the date of this Agreement if Purchaser and Parent proceed with and ultimately consummate the Closing following receipt of such supplemental disclosure. (b) Prior to Closing, Seller shall confirm the accuracy of its representation and warranties under Section 6.12(f) by interviewing the operations centers general managers in Birmingham, Daytona Beach, San Diego and Portland. In the event such interviews reveal any matter which, if existing or known at the date of this Agreement, would have been required to be set forth or listed in the Disclosure Schedule in response to Section 6.12(f), Seller will notify Purchaser of the same. Purchaser and Parent acknowledge and agree that no information contained in the applicable Property Schedule or Schedule A, Schedule C, Schedule E or Schedule G, as applicableany such supplemental disclosure shall be deemed to constitute a breach of Section 6.12(f) unless, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contractsaggregate, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes matters listed in such Contracts, properties, assets or Real Property Agreements supplemental disclosure are likely to result in Seller Material Adverse Effect. (c) Purchaser and Parent will have the continuing obligation up to and including the Closing Date to disclose to Seller in writing any matter coming to Purchaser's Knowledge after the date of this Agreement solely to the extent that such change results from actions permitted pursuant to the constitutes a breach by Seller of any of its representations, warranties, covenants of the parties or agreements set forth in Section 5.01 or Section 5.02, as applicable, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule to (A) include additional Owned Property, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if (any such supplement or amendment had matter will be deemed to have been reflected in the applicable Schedule within Purchaser's Knowledge as of the date of this AgreementAgreement if Purchaser and Parent proceed with and ultimately consummate the Closing after such matter comes to Purchaser's Knowledge). (bd) SU shall Purchaser and Parent will have the right from time continuing obligation up to time during and including the Pre-Closing Period Date to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Parent Disclosure Schedule with respect to reflect changes in such Contracts solely to the extent that such change results from actions permitted pursuant to Section 10.05(c) any material matter subsequently arising or (ii) the listing of Legal Proceedings on Section 4.10 of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after discovered which, if existing or known at the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 this Agreement, would have been fulfilled, any required to be set forth or listed in the Parent Disclosure Schedule. Any such supplemented Disclosure Schedule shall supplemental disclosure will be deemed to include only that information contained therein on have been disclosed as of the date of this Agreement if Seller proceeds with and shall be deemed to exclude any information contained in any supplement thereof (it being understood and agreed that ultimately consummates the second sentence Closing following receipt of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)such supplemental disclosure. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.

Supplemental Disclosure. (a) SDTS and SU Seller shall have the right promptly from time to time during prior to the Pre-Closing Period to supplement or amend the information contained in the applicable Property writing its Disclosure Schedule with respect to any matter hereafter arising or Schedule A, Schedule C, Schedule E discovered which if existing or Schedule G, as applicable, in accordance with this Section 5.06(a). Any supplement to or amendment of (i) the (A) listing of Contracts, properties or assets included in the STX Assets or NTX Assets set forth on Schedule A, Schedule C, Schedule E or Schedule G, as applicable, or (B) the list of Owned Property, Leasehold Property or Real Property Agreements set forth in the applicable Property Schedule, in each case, to reflect changes in such Contracts, properties, assets or Real Property Agreements after known at the date of this Agreement solely would have been required to be set forth or described in such Disclosure Schedule. If (without consideration of the extent that such change results from actions permitted materiality qualifications contained in individual representations and warranties) the changes pursuant to such supplements and amendments, in the covenants aggregate, are breaches of Seller's representations and warranties that are reasonably likely to involve sums equal to or in excess of $50,000 to remedy (collectively, "Material and Adverse Change Disclosures"), Buyer shall have the parties right to terminate this Agreement in accordance with the procedures set forth in Section 5.01 or Section 5.027.1(a). If Buyer terminates the Agreement due to Material and Adverse Change Disclosures: Buyer's sole remedy shall be to require Seller to reimburse Buyer, as applicableand Seller will reimburse Buyer for its reasonable expenses, or (ii) the list of Owned Property, Leasehold Property or Real Property Agreements set forth not to exceed $20,000 in the applicable Property Schedule aggregate If Buyer elects to (A) include additional Owned Propertycomplete Closing notwithstanding such Material and Adverse Change Disclosures, Leasehold Property or Real Property Agreements primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, or (B) remove Owned Property, Leasehold Property or Real Property Agreements that are not primarily related to the Subject STX Operations or Subject NTX Operations, as applicable, disclosure of such Material and Adverse Change Disclosures shall be permitted without the consent of any other party and shall be given effect for all purposes of this Agreement as if such supplement or amendment had deemed to have been reflected in the applicable Schedule 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 this Agreement. (b, however, Section 9.4(a) SU shall have 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 right from time to time during the PrePurchase Price on a dollar-Closing Period to supplement or amend the information contained in (i) the listing of Material Contracts on Section 4.07 of the SU Disclosure Schedule to reflect changes in such Contracts solely for-dollar basis to the extent that such change results from actions permitted the changes pursuant to Section 10.05(c) or (ii) such supplements and amendments, in the listing aggregate, are breaches of Legal Proceedings on Section 4.10 Seller's representations and warranties as of the SU Disclosure Schedule solely to the extent that such change results from a Legal Proceeding arising after the date hereof. For purposes of determining whether the conditions to the obligations of SU in Section 6.02 have been fulfilled, any such supplemented Disclosure Schedule shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed that involve sums in excess of $50,000 to exclude any information contained in any supplement thereof (it being understood and agreed that the second sentence of Section 4.10(a), which addresses Legal Proceedings related to the Transactions, is being made as of the date hereof)remedy. (c) Except as provided in this Section 5.06 or Section 11.12, the parties may not amend or supplement any Schedule or Disclosure Schedule.