Common use of Supplemental Disclosure Clause in Contracts

Supplemental Disclosure. Any Disclosure Schedule may, from time to time, prior to the tenth day before a Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correct, be supplemented or amended with respect to any event, condition, fact or circumstance that arises or with respect to which Knowledge is first obtained after the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any such representation or warranty. The Person supplementing or amending its Disclosure Schedule (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule (the “Supplemental Disclosure”) to SE Corp, if SEP is the Disclosing Party, or to SEP, if SE Corp is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the condition to any future Closing specified in Section 7.2(a)(i), if SE Corp is the Disclosing Party, or Section 7.3(a), if SEP is the Disclosing Party, to be satisfied at such Closing, then the Receiving Party may terminate this Agreement by delivering a written notice of termination to the Disclosing Party prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv).

Supplemental Disclosure. Any Disclosure Schedule may, from time to time, prior to the tenth day before a prior to the Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correctDate, be supplemented or amended with respect to any event, condition, fact or circumstance that occurs or first arises or with respect to which Knowledge knowledge is first obtained after the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any such representation or warrantywarranty in this Agreement to which such Disclosure Schedule relates. The Person supplementing or amending its Disclosure Schedule Schedules (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule Schedules (the “Supplemental Disclosure”) to SE CorpSeller and the Company, if SEP Buyer is the Disclosing Party, or to SEPBuyer, if SE Corp Seller or the Company is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would would, in the Receiving Party’s reasonable determination, constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the condition to any future Closing specified in Section 7.2(a)(i7.2(a), if SE Corp Seller is the Disclosing Party, Section 7.2(b), if the Company is the Disclosing Party or Section 7.3(a), if SEP Buyer is the Disclosing Party, to be satisfied at such the Closing, then Buyer, if Seller is the Receiving Party Disclosing Party, or Seller, if Buyer is the Disclosing Party, may terminate this Agreement by delivering a written notice of termination to the Disclosing Party others prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i7.2(a), Section 7.2(b) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article ARTICLE IX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv).

Supplemental Disclosure. Any Disclosure Schedule may, from time to time, prior to the tenth day before a prior to the Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correctDate, be supplemented or amended with respect to any event, condition, fact or circumstance that arises or with respect to which Knowledge is first obtained after the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any such representation or warrantywarranty in this Agreement to which such Disclosure Schedule relates. The Person supplementing or amending its Disclosure Schedule Schedules (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule Schedules (the “Supplemental Disclosure”) to SE CorpContributor, if SEP is the Disclosing Party, or to SEP, if SE Corp Contributor is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the condition to any future Closing specified in Section 7.2(a)(i8.2(a), if SE Corp Contributor is the Disclosing Party, or Section 7.3(a8.3(a), if SEP is the Disclosing Party, to be satisfied at such the Closing, then SEP, if Contributor is the Receiving Party Disclosing Party, or Contributor, if SEP is the Disclosing Party, may terminate this Agreement by delivering a written notice of termination to the Disclosing Party others prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i8.2(a) or Section 7.3(a8.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IXX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv8.2(d).

Supplemental Disclosure. Any Disclosure Schedule may(1) Each Party agrees that, from time to time, prior with respect to the tenth day before a Closing Date on which any representations and warranties of such Party contained in this Agreement, such Party shall have the obligation and the continuing obligation until five (5) Business Days before Closing, to which such Disclosure Schedule relates are required by Section 7.2(a) to be true disclose, or supplement and correctamend their disclosure (as applicable), be supplemented or amended with respect to any eventmatter hereafter arising or discovered which, conditionif existing (or in the case of any representation qualified by knowledge, fact or circumstance that arises or with respect to which Knowledge is first obtained after known) at the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any have been required to be disclosed by such representation or warranty. Party. (2) The Person Party supplementing or amending its Disclosure Schedule disclosure, as applicable (the “Disclosing Party”) shall deliver a copy of the amendment or supplementsupplement (in either case, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule (the “Supplemental Disclosure”) to SE Corpthe Party (Vendor or Purchaser, if SEP is as the Disclosing Party, or case may be) to SEP, if SE Corp is whom the Disclosing Party provided representations and warranties in this Agreement (in each case, the “Receiving Party”). . (3) The Receiving Party shall will have ten twenty (20) days after receipt of such Supplemental Disclosure (the “Termination Review Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the Receiving Party’s condition to any future Closing closing specified in Section 7.2(a)(i), if SE Corp is the Disclosing Party, 4.1(1)(a) or Section 7.3(a), if SEP is the Disclosing Party4.2(1)(a) as applicable, to be satisfied at such Closingthe Closing (a “CP Failure”), then the Receiving Party may terminate this Agreement by delivering deliver a written notice of termination to the Disclosing Party prior within the Review Period of its intent to terminate due to the expiration of the Termination Period CP Failure (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach breach, and describe why the failure of the such condition would occur) (“Notice of Intent to such Closing would reasonably be expected to occurTerminate”). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no if a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would not result in a CP Failure, the Receiving Party shall not be permitted to terminate this Agreement under this Section 7.16. (whether 4) Within fifteen (15) days from receipt of the Notice of Intent to Terminate (the “Cure Period”), the Disclosing Party shall have the right (exercisable in its sole and absolute discretion) to cure the CP Failure including through the payment of money, agreement to accept certain liabilities or otherwise. If the Disclosing Party cures the CP Failure within the Cure Period, the Receiving Party shall not be permitted to terminate this Agreement under this Section 7.16. Moreover, following such cure, the Disclosing Party shall deliver revised disclosure to the Receiving Party to the extent necessary to reflect the cure of such CP Failure. (5) If the Disclosing Party is unable or unwilling to cure the CP Failure within the Cure Period (the fifteenth (15th) day being referred to as the “Cure Period Deadline”), the Receiving Party may terminate this Agreement by delivering a termination notice to the Disclosing Party within three (3) Business Days after the Cure Period Deadline. Such termination shall be the terminating Party’s sole remedy for a breach of a representation and warranty disclosed by the Supplemental Disclosure. (6) If a Receiving Party does not deliver a Notice of Intent to Terminate within the Review Period or if a termination notice is not received with respect thereto during within three (3) Business Days after the Termination Period) shall Cure Period Deadline, the relevant disclosure (which will also be deemed to have be disclosed in the Data Room) will be deemed, for all purposes other than for the purposes of Article 9, to be amended or supplemented as described in the relevant Disclosure Schedule for purposes Supplemental Disclosure, as of the condition date hereof and the Receiving Party shall not be permitted to Closing set forth in terminate this Agreement under this Section 7.2(a)(iv)7.16.

Supplemental Disclosure. Any Disclosure Schedule may, from time to time, prior to the tenth day before a prior to the Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correctDate, be supplemented or amended with respect to any event, condition, fact or circumstance that arises or with respect to which Knowledge is first obtained after the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any such representation or warrantywarranty in this Agreement to which such Disclosure Schedule relates. The Person supplementing or amending its Disclosure Schedule Schedules (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule Schedules (the “Supplemental Disclosure”) to SE Corpthe Sellers, if SEP Buyer is the Disclosing Party, to Buyer and the Sellers, if Express US Holdings LP, Express Holdings (Canada) LP or U.S. General Partner is the Disclosing Party, or to SEPthe other Sellers and Buyer, if SE Corp one or more of the Sellers is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the condition to any future Closing specified in Section 7.2(a)(i8.2(a), if SE Corp any Seller, Express US Holdings LP, Express Holdings (Canada) LP or U.S. General Partner is the Disclosing Party, or Section 7.3(a8.3(a), if SEP Buyer is the Disclosing Party, to be satisfied at such the Closing, then Buyer, if any Seller, Express US Holdings LP, Express Holdings (Canada) LP or U.S. General Partner is the Receiving Party Disclosing Party, or the Sellers, if Buyer is the Disclosing Party, may terminate this Agreement by delivering a written notice of termination to the Disclosing Party others prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i8.2(a) or Section 7.3(a8.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IXX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv8.2(d).

Supplemental Disclosure. Any Disclosure Schedule may, from time to time, prior to the tenth day before a prior to the Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correctDate, be supplemented or amended with respect to any event, condition, fact or circumstance that arises or with respect to which Knowledge is first obtained after the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any such representation or warrantywarranty in this Agreement to which such Disclosure Schedule relates. The Person supplementing or amending its Disclosure Schedule Schedules (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule Schedules (the “Supplemental Disclosure”) to Seller and SE CorpCapital Funding, if SEP Buyer is the Disclosing Party, or to SEPBuyer, if Seller or SE Corp Capital Funding is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the condition to any future Closing specified in Section 7.2(a)(i8.2(a), if Seller or SE Corp Capital Funding is the Disclosing Party, or Section 7.3(a8.3(a), if SEP Buyer is the Disclosing Party, to be satisfied at such the Closing, then Buyer, if Seller or SE Capital Funding is the Receiving Party Disclosing Party, or Seller and SE Capital Funding, if Buyer is the Disclosing Party, may terminate this Agreement by delivering a written notice of termination to the Disclosing Party others prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i8.2(a) or Section 7.3(a8.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IXX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv8.2(d).

Supplemental Disclosure. Any (a) Seller will have the continuing obligation up to and including the Closing Date to supplement or amend the Disclosure Schedule may, from time to time, prior to the tenth day before a Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correct, be supplemented or amended with respect to any eventmaterial matter subsequently arising or discovered which, condition, fact if existing or circumstance that arises or with respect to which Knowledge is first obtained after known at the date of this Agreement, that would cause have been required to be set forth or constitute an inaccuracy in, or breach of, any such representation or warranty. The Person supplementing or amending its Disclosure Schedule (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule (the “Supplemental Disclosure”) to SE Corp, if SEP is the Disclosing Party, or to SEP, if SE Corp is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result listed in the failure of the condition to any future Closing specified in Section 7.2(a)(i), if SE Corp is the Disclosing Party, or Section 7.3(a), if SEP is the Disclosing Party, to be satisfied at Disclosure Schedule. Any such Closing, then the Receiving Party may terminate this Agreement by delivering a written notice of termination to the Disclosing Party prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party supplemental disclosure will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IX), to be amended and supplemented as described in the Supplemental Disclosure been disclosed as of the date hereofof 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. For In the avoidance event such interviews reveal any matter which, if existing or known at the date of doubtthis 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 Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) information contained in any such supplemental disclosure shall be deemed to constitute a breach of Section 6.12(f) unless, in the aggregate, the matters listed in such supplemental disclosure are likely to result in Seller Material Adverse Effect. (c) Purchaser and Parent will have amended 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 that constitutes a breach by Seller of any of its representations, warranties, covenants or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing agreements set forth in Section 7.2(a)(ivthis Agreement (any such matter will be deemed to have been within Purchaser's Knowledge as of the date of this Agreement if Purchaser and Parent proceed with and ultimately consummate the Closing after such matter comes to Purchaser's Knowledge). (d) Purchaser and Parent will have the continuing obligation up to and including the Closing Date to supplement or amend the Parent 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 Parent Disclosure Schedule. Any such supplemental disclosure will be deemed to have been disclosed as of the date of this Agreement if Seller proceeds with and ultimately consummates the Closing following receipt of such supplemental disclosure.

Supplemental Disclosure. Any Disclosure Schedule mayEach Party agrees that, from time to time, prior with respect to the tenth day before a Closing Date on which any representations and warranties of such Party contained in this Agreement, such Party shall have the continuing obligation until the Closing to which such supplement or amend promptly its Disclosure Schedule relates are required by Section 7.2(a) to be true and correct, be supplemented or amended with respect to any eventmatter hereafter arising which, condition, fact or circumstance that arises or with respect to which Knowledge is first obtained after if existing at the date of this Agreement, that would cause have been required to be set forth or constitute an inaccuracy in, or breach of, any such representation or warrantydescribed in its Disclosure Schedule. The Person Party supplementing or amending its Disclosure Schedule (the “Disclosing Party”) shall deliver a copy of the amendment or supplementsupplement (in either case, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule (the “Supplemental Disclosure”) to SE Corp, if SEP is the Disclosing Party, or to SEP, if SE Corp is the Disclosing other Party (in each case, the “Receiving Party”). The Receiving Party shall will have ten 10 days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Subject to Section 6.2, if the Supplemental Disclosure discloses facts that would constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected have a Material Adverse Effect with respect to result in the failure of Receiving Party if the condition to any future Closing specified in Section 7.2(a)(i)occurred, if SE Corp is the Disclosing Party, or Section 7.3(a), if SEP is the Disclosing Party, to be satisfied at such Closing, then the Receiving Party may terminate this Agreement by delivering a written termination notice of termination to the Disclosing Party prior to the expiration of within the Termination Period (which Period. The termination notice shall must specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach breach, and describe why the failure breach would have a Material Adverse Effect. Such termination shall be the terminating Party’s sole remedy for a breach of a representation and warranty disclosed by the condition to such Closing would reasonably be expected to occur)Supplemental Disclosure. If a termination notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IX)all purposes, to be amended and or supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv).

Supplemental Disclosure. Any Disclosure Schedule may, from time to time, prior to the tenth day before a prior to the Closing Date on which any representations and warranties to which such Disclosure Schedule relates are required by Section 7.2(a) to be true and correctDate, be supplemented or amended with respect to any event, condition, fact or circumstance that occurs or first arises or with respect to which Knowledge knowledge is first obtained after the date of this Agreement, that would cause or constitute an inaccuracy in, or breach of, any such representation or warrantywarranty in this Agreement to which such Disclosure Schedule relates. The Person supplementing or amending its Disclosure Schedule Schedules (the “Disclosing Party”) shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule Schedules (the “Supplemental Disclosure”) to SE Corpthe Sellers Representative, if SEP Buyer is the Disclosing Party, or to SEPBuyer, if SE Corp Seller, any Member or the Company is the Disclosing Party (in each case, the “Receiving Party”). The Receiving Party shall have ten days after receipt of such Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would would, in the Receiving Party’s reasonable determination, constitute a breach of the Disclosing Party’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the condition to any future Closing specified in Section 7.2(a)(i7.2(a), if SE Corp Seller or Tall Oak is the Disclosing Party, Section 7.2(b), if FE-STACK is the Disclosing Party, Section 7.2(c), if the Company is the Disclosing Party or Section 7.3(a), if SEP Buyer is the Disclosing Party, to be satisfied at such the Closing, then Buyer, if Seller is the Receiving Party Disclosing Party, or the Sellers Representative, if Buyer is the Disclosing Party, may terminate this Agreement by delivering a written notice of termination to the Disclosing Party others prior to the expiration of the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach and describe why the failure of the condition to such Closing would reasonably be expected to occur). If a notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i7.2(a), Section 7.2(b), Section 7.2(c) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article ARTICLE IX), to be amended and supplemented as described in the Supplemental Disclosure as of the date hereof. For the avoidance of doubt, no Supplemental Disclosure (whether or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes of the condition to Closing set forth in Section 7.2(a)(iv).

Supplemental Disclosure. Any Disclosure Schedule may(a) Each Party agrees that, from time to time, prior with respect to the tenth day before a Closing Date on which any representations and warranties of such Party contained in this Agreement, such Party shall have the continuing obligation until the Closing to which supplement or amend promptly such Disclosure Schedule relates are required by Section 7.2(a) to be true and correct, be supplemented or amended Party's disclosure schedules with respect to any eventmatter hereafter arising or discovered which, condition, fact if existing or circumstance that arises or with respect to which Knowledge is first obtained after known at the date of this Agreement, that would cause have been required to be set forth or constitute an inaccuracy in, or breach of, any described in such representation or warrantyParty's disclosure schedules. The Person Party supplementing or amending its Disclosure Schedule disclosure schedules (the “"Disclosing Party”") shall deliver a copy of the amendment or supplement, which shall clearly identify and highlight the relevant changes to such Disclosure Schedule (the “Supplemental Disclosure”) to SE Corp, if SEP is the Disclosing Party, or to SEP, if SE Corp is the Disclosing Party supplement (in each either case, the “"Supplemental Disclosure") to the other Party (the "Receiving Party”"). The Receiving Party shall will have ten (10) days after receipt of such Supplemental Disclosure (the “"Termination Period”") in which to review the Supplemental Disclosure. If a Subject to the last sentence of this Section 7.4, if any Supplemental Disclosure Disclosure, either alone or in combination with previously delivered Supplemental Disclosures, discloses facts that would constitute the failure to satisfy a breach of condition (taking into consideration any materiality or Material Adverse Effect qualifiers in the Disclosing Party’s relevant representations and warranties hereunder and such breach would reasonably be expected warranties) to result in the failure of Receiving Party's obligation to close the condition to any future Closing specified in Section 7.2(a)(i), if SE Corp is the Disclosing Party, or Section 7.3(a), if SEP is the Disclosing Party, to be satisfied at such Closingtransaction contemplated by this Agreement, then the Receiving Party may terminate this Agreement by delivering a written termination notice of termination to the Disclosing Party prior to the expiration of within the Termination Period (which Period. The termination notice shall must specify the representation or warranty breached, breached and identify the specific facts in the Supplemental Disclosure that constitute the breach. Except as set forth in subsection (b) below, such termination shall be the terminating Party's sole remedy for a breach of a representation and describe why warranty disclosed by the failure of the condition to such Closing would reasonably be expected to occur)Supplemental Disclosure. If a termination notice of termination is not received with respect to any Supplemental Disclosure within the Termination Period, the Receiving Party will be deemed to have waived its right to terminate with respect to such Supplemental Disclosure and the relevant Disclosure Schedule disclosure schedules will be deemed, solely for the purpose of the Receiving Party’s condition to the relevant Closing as set forth in Section 7.2(a)(i) or Section 7.3(a), as applicable, and not for any other purpose under this Agreement (including the indemnification provisions in Article IX)all purposes, to be amended and or supplemented as described in the Supplemental Disclosure as of the date hereof. For The Parties acknowledge and agree that a supplement to the avoidance disclosure schedules to include Material Contracts entered into and other matters occurring in the ordinary course of doubt, no business and as permitted under the terms of the Agreement during the period between execution of this Agreement and Closing shall not constitute the basis for termination of this Agreement under this Section 7.4 unless such Supplemental Disclosure (whether would result in a Material Adverse Effect on the Tejas Companies or not a notice of termination is received with respect thereto during the Termination Period) shall be deemed to have amended or supplemented the relevant Disclosure Schedule for purposes failure of the condition to Closing set forth close in Section 7.2(a)(iv)9.1. (b) In the event that Seller proposes, prior to the Closing, to supplement Schedule 4.8(c) through one or more Supplemental Disclosures of additional noncurrent liabilities which in the aggregate exceed $1,000,000, then the Purchase Price shall be reduced by the amount of such noncurrent liabilities in excess of $1,000,000, provided that if the additional noncurrent liabilities would result in a Purchase Price reduction in excess of $25,000,000, then Seller shall be entitled to terminate this Agreement by written notice to Buyer.