Common use of Supplemental Disclosures Clause in Contracts

Supplemental Disclosures. Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in Article 4, until five (5) Business Days prior to the Closing, Seller may supplement or amend the Seller Disclosure Schedules with respect to any matter hereafter arising after the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been required to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller supplements or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within 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 such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution Date.

Supplemental Disclosures. (a) Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in Article 4this Agreement, Seller shall have the continuing right until five three (53) Business Days prior to before the ClosingClosing Date to, Seller may in good faith, add to, supplement or amend the or create any Seller Disclosure Schedules with respect to its representations and warranties in Article 4 to the extent necessary to identify any matter hereafter first arising after the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at on the Execution Date, would have been required to be set forth or described in such Seller’s Seller Disclosure Schedules in order and Seller shall provide any additional information regarding such matter that is within its possession or control to avoid a breach the extent reasonably requested by Purchaser. For all purposes of this Agreement. In , including for purposes of determining whether the event that Seller supplements conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or amends satisfied, the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result contained in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice shall be deemed to include only that information contained therein on the Seller within the Termination Period (which termination notice Execution Date and shall specify the representation be deemed to exclude all information contained in any addition, supplement or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur)amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, then all matters giving rise to Purchaser’s termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 right shall be deemed waived and Purchaser shall not be effective unless entitled to make a claim thereon under this Agreement or otherwise with respect to such matters; provided, that Purchaser shall not waive its rights under Article 11 with respect to any matters arising under this Section 6.8(a) that did not cause the Seller fails conditions of Closing of Purchaser to cure such breach within the earlier fail to occur of (a) thirty (30) days following the date the Seller receives such termination notice and be satisfied. (b) Seller agrees that, with respect to the date specified representations and warranties of Purchaser contained in Section 10.1(e). To this Agreement, Purchaser shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Purchaser Disclosure Schedules to its representations and warranties in Article 5 to the extent that such Supplemental Disclosure necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have resulted been required to be set forth or described in Purchaser’s such Purchaser Disclosure Schedules and Purchaser shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Seller. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closingof Seller set forth in Article 7 have been fulfilled or satisfied, the relevant Seller Purchaser Disclosure Schedules will to Purchaser’s representations and warranties contained in this Agreement shall be deemeddeemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, for all purposessupplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to be amended Closing of Seller set forth in Article 7 are not satisfied or supplemented as described in the Supplemental Disclosure, fulfilled as of the Execution Closing Date, and nonetheless Seller elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, then all matters giving rise to Seller’s termination right shall be deemed waived and Seller shall not be entitled to make a claim thereon under this Agreement or otherwise with respect to such matters; provided, that Seller shall not waive its rights under Article 11 with respect to any matters arising under this Section 6.8(b) that did not cause the conditions of Closing of Seller to fail to be satisfied.

Supplemental Disclosures. (a) Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in Article 4this Agreement, Seller shall have the continuing right until five three (53) Business Days prior to before the ClosingClosing Date to, Seller may supplement in good faith, add to, supplement, amend or amend the create any Seller Disclosure Schedules with respect to its representations and warranties in Article 4 to the extent necessary to identify any matter hereafter first arising after the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at on the Execution Date, would have been required to be set forth or described in such Seller’s Seller Disclosure Schedules in order and Seller shall provide any additional information regarding such matter that is within its possession or control to avoid a breach the extent reasonably requested by Purchaser. For all purposes of this Agreement. In , including for purposes of determining whether the event that Seller supplements conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or amends satisfied, the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result contained in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice shall be deemed to include only that information contained therein on the Seller within the Termination Period (which termination notice Execution Date and shall specify the representation be deemed to exclude all information contained in any addition, supplement or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur)amendment thereto; provided, however, that if as a result of the termination matter that is the subject of this Agreement such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Seller Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to a termination notice delivered as provided such addition, supplement or amendment prior to Closing that resulted in this Section 6.8 such conditions not being satisfied or fulfilled and Purchaser shall not be effective unless entitled to make a claim under Section 11.3(b)(iii) with respect to a breach of the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and relevant representation or warranty in Article 4 with respect thereto after Closing. (b) Seller agrees that, with respect to the date specified representations and warranties of Purchaser contained in Section 10.1(e). To this Agreement, Purchaser shall have the continuing right until three (3) Business Days before the Closing Date to, in good faith, add to, supplement, amend or create any Purchaser Disclosure Schedules to its representations and warranties in Article 5 to the extent that such Supplemental Disclosure necessary to identify any matter first arising after the Execution Date which, if existing on the Execution Date, would have resulted been required to be set forth or described in Purchaser’s such Purchaser Disclosure Schedules and Purchaser shall provide any additional information regarding such matter that is within its possession or control to the extent reasonably requested by Seller. For all purposes of this Agreement, including for purposes of determining whether the conditions to Closing of Seller set forth in Article 7 have been fulfilled or satisfied, the Purchaser Disclosure Schedules to Purchaser’s representations and warranties contained in this Agreement shall be deemed to include only that information contained therein on the Execution Date and shall be deemed to exclude all information contained in any addition, supplement or amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Seller set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Seller elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, the Purchaser Disclosure Schedules shall be deemed to include the relevant matters disclosed pursuant to such addition, supplement or amendment prior to Closing that resulted in such conditions not being satisfied or fulfilled and Purchaser nonetheless elected Seller shall not be entitled to proceed make a claim under Section 11.3(a)(iii) with respect to Closing, a breach of the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended representation or supplemented as described warranty in the Supplemental Disclosure, as of the Execution DateArticle 5 with respect thereto after Closing.

Supplemental Disclosures. Purchaser hereby agrees thatSeller shall, from time to time prior to or at the Closing, by notice in accordance with respect the terms of this Agreement, supplement or amend any Schedule or add a Schedule with a corresponding reference to the representations and warranties of Seller contained be added in Article 4this Agreement to (a) disclose any matter which, until five (5) Business Days if occurring prior to the Closing, Seller may supplement or amend the Seller Disclosure Schedules with respect to any matter hereafter arising after the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Datedate hereof, would have been required to be set forth or described in the Schedules (each such Seller’s Disclosure Schedules supplement, amendment or addition, an “Updating Supplement”) or (b) to correct any inaccuracy or breach in order the representations, warranties, covenants or agreements made by Seller in this Agreement discovered by Seller prior to avoid Closing (each such supplement, amendment or addition, a breach “Correcting Supplement”). If Purchaser does not deliver a Breach Notice pursuant to Section 9.1(c) within ten (10) Business Days after receiving any Updating Supplement, Purchaser shall be deemed to have waived for all purposes of this Agreement all rights and remedies hereunder (including its right to not consummate the transactions contemplated by this Agreement due to the failure of any of the conditions set forth in Sections 7.1 or 7.2 and those rights and remedies set forth in Article VIII) or under applicable Law with respect to the matters set forth in such Updating Supplement; provided, that upon delivery of any subsequent Updating Supplement, Purchaser shall again have ten (10) Business Days to determine whether to deliver a Breach Notice and in making its determination of whether or not there is a failure of any of the conditions set forth in Sections 7.1 or 7.2 as a result of the information disclosed in such subsequent Updating Supplement, Purchaser may take into account the matters disclosed in any prior Updating Supplement; provided, further, that if the matters disclosed in any Updating Supplement would not be reasonably likely to cause the failure of any condition set forth in Sections 7.1 or 7.2 to be satisfied, then Purchaser shall not be deemed to have waived its rights and remedies set forth in Article VIII. For the avoidance of doubt, no Correcting Supplement shall be deemed to supplement or amend any Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seller in this Agreement as of the date of this Agreement. In the event that Seller supplements , or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy (ii) determining whether any of the amendment or supplement (conditions set forth in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within 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 such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution DateArticle VII has been satisfied.

Supplemental Disclosures. Purchaser hereby agrees thatAt any time prior to the Closing Date, with respect the Seller shall have the right to deliver to the Buyer a supplement or amendment to the Schedules to the representations and warranties of Seller contained set forth in Article 4III of this Agreement (the “Updated Schedules”); provided, until five that (5i) Business Days prior to the Closing, Seller may supplement not deliver Updated Schedules to correct any known or amend intentional errors or omissions of the Company or the Seller Disclosure that were in existence on the date hereof, (ii) the Updated Schedules shall not be effective with respect to any matter hereafter arising after occurrence or state of facts that resulted from any intentional actions or omissions of the Execution Date whichCompany or the Seller outside of the Ordinary Course of Business, if existing (or in iii) the case of Updated Schedules shall not cure any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been required to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller supplements Agreement by any BPS Company or amends the Seller Disclosure Schedules pursuant for purposes of determining whether the conditions to the preceding sentence, Seller Buyers’ obligation to consummate the transactions contemplated by this Agreement set forth in Section 7.1 have been fulfilled and (iv) the Updated Schedules shall deliver a copy describe the change or update to any disclosure schedule in reasonable detail to the reasonable satisfaction of the amendment or supplement (in either caseBuyer If the Buyer elects to consummate the transactions contemplated by this Agreement, then, for purposes of Article IX, the “Supplemental Disclosure”) Updated Schedules shall be deemed to have amended the Purchaser. The Purchaser shall Schedules, to have five (5) days after receipt of a Supplemental Disclosure (qualified the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Seller’s representations and warranties hereunder and contained herein with respect to such breach would result events or circumstances set forth in the failure Updated Schedules, and to have cured any misrepresentation or breach of warranty that otherwise would have existed hereunder by reason of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within the Termination Period (which termination notice shall specify the representation event or warranty breached, identify the specific facts circumstance set forth in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution DateUpdated Schedules.

Supplemental Disclosures. (a) Solely for purposes of this Article IX, through the Closing Date, Seller shall have the right to deliver to Purchaser hereby agrees thatone or more supplemental disclosure schedules (collectively, with respect the "Supplemental Disclosure Schedules") setting forth any matter relating to the representations and warranties a representation or warranty of Seller contained in Article 4this Agreement (i) that occurred between the date of this Agreement and the Closing Date, until (ii) as to which Seller had no Knowledge as of the date of this Agreement, (iii) that is not reflected on the disclosure schedules delivered by Seller in connection with the execution of this Agreement and (iv) that did not arise as a result of the breach of a covenant (i.e., not a representation or warranty) of Seller contained in this Agreement (any item meeting such requirements, a "Supplemental Disclosure"). Seller shall deliver the Supplemental Disclosure Schedules to Purchaser no later than five (5) Business Days prior to the ClosingClosing Date, and shall be entitled to deliver additional Supplemental Disclosure Schedules until immediately prior to Closing (which additional Supplemental Disclosure Schedules shall each include matters that arise or are discovered since the delivery of the prior Supplemental Disclosure Schedules). Seller shall use commercially reasonable efforts to mitigate Losses relating to any Supplemental Disclosure. For the avoidance of doubt, Supplemental Disclosures shall not modify or create exceptions to Seller's representations and warranties or other obligations under this Agreement for any purpose other than Section 4.2(h), this Article IX and any claim with respect to breaches of the representations and warranties contained herein. (b) Notwithstanding anything to the contrary contained herein, Seller may supplement or amend the Seller Disclosure Schedules shall not be liable under this Agreement with respect to any matter hereafter arising after the Execution Date which, if existing (or in the case Supplemental Disclosure and no Supplemental Disclosure shall be deemed a breach of any a representation or warranty qualified by “Seller’s knowledge” of Seller under this Agreement for purposes of this Article IX or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been required with respect to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a any breach of this Agreement. In the event that Seller supplements or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy contract claim for breaches of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within 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 such condition would reasonably be expected to occur)contained herein; provided, however, that if Seller provides any Supplemental Disclosures to Purchaser, Purchaser shall have the termination of right to terminate this Agreement pursuant without any liability to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution Dateits Affiliates.

Supplemental Disclosures. Purchaser hereby agrees thatIf an event occurs subsequent to the date of this Agreement and prior to the Effective Time which renders any representation or warranty of a Party made as of the date of this Agreement incorrect or incomplete, such Party (the "Disclosing Party") shall promptly, and in any event not later than three business days prior to the Closing Date, deliver to each other unaffiliated Party (the "Nondisclosing Party") a supplement to the Disclosure Schedule previously provided by the Disclosing Party pursuant to Article III or Article IV, as applicable (a "Supplemental Disclosure"), which Supplemental Disclosure shall contain a detailed description of the event that has occurred and the manner in which such event has resulted in one or more representations or warranties of the Disclosing Party becoming incorrect or incomplete. The furnishing of a Supplemental Disclosure, and the occurrence of the events and matters disclosed therein, shall not constitute a default or breach by the Disclosing Party of any of its representations and warranties under this Agreement (no implication shall be drawn from the foregoing as to whether the events or matters described therein, or the actions or failure to act of the Disclosing Party with respect thereto, shall or shall not constitute a default or breach of any covenant of the Disclosing Party under this Agreement). With respect to any Supplemental Disclosure made by a Disclosing Party, for purposes of determining compliance with or satisfaction of the condition precedent to the obligation of the Nondisclosing Party to consummate the Merger as set forth in clause (a) of either Sections 6.1 or 6.2, as applicable, such Supplemental Disclosure (a) shall not be given any effect (shall not "cure" any inaccuracy) for purposes of testing the accuracy of the Disclosing Party's representations and warranties made as of the date of this Agreement, (b) shall be given effect (shall be deemed to have modified the representations and warranties of Seller contained in Article 4, until five (5the Disclosing Party) Business Days prior to for purposes of testing the Closing, Seller may supplement or amend the Seller Disclosure Schedules with respect to any matter hereafter arising after the Execution Date which, if existing (or in the case accuracy of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been required to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller supplements or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s all representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within 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 such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, Disclosing Party as of the Execution DateClosing Date other than those in Sections 3.9 or 4.8, whichever is applicable, and (c) may be taken into account (the events described shall be considered and need not be disregarded merely because of the disclosure thereof) in determining the accuracy as of the Closing Date of the representation and warranty of the Disclosing Party in Sections 3.9 or 4.8, whichever is applicable, and whether there has or has not been any material adverse change in the business, financial condition, operations, results of operation or future prospects of the Disclosing Party and its Subsidiaries taken as a whole.

Supplemental Disclosures. Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in Article 4, until five (5) Business Days The Parties acknowledge that they have not had an opportunity prior to the ClosingExecution Date to compile a data room or conduct full due diligence and that this Section 4.9, together with Section 10.1(d), is intended to provide Buyer’s sole and exclusive remedy in connection with any disclosure by Seller of additional matters after the Initial Schedules Update. Within thirty (30) days of the Execution Date (the “Initial Schedules Update”), Seller shall update the Schedules to this Agreement and the Schedules to the Environmental Agreement to reflect information not provided on such Schedules as of the Execution Date. Thereafter, Seller may supplement notify Buyer of additions or amend changes to the Schedules to this Agreement or the Environmental Agreement (as applicable) solely required to reflect events occurring subsequent to, or facts discovered by Seller Disclosure after, the Initial Schedules with respect Update, so as to any matter hereafter arising after cause such Schedules to accurately reflect the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, would have been information required to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller supplements or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 disclosed thereon and Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition contained herein (other than any which speak as to Closing specified in Section 7.2(aa particular date) to be satisfied at true and correct in all material respects as of the ClosingClosing Date. Subject to the following sentence, notices given by Seller pursuant to this Section 4.9 will be deemed to have amended the Schedules to this Agreement or the Environmental Agreement (as applicable), to have qualified the representations and warranties contained in ARTICLE 7, and to have corrected any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the fact, circumstance, event or development (with the result that no misrepresentation or breach shall be deemed to have occurred), in each case to the extent of the disclosure contained in such notice, including for purposes of Section 6.1 (a). If such additions or changes are reasonably estimated (as determined by the Parties acting in good faith) to result (individually or in the aggregate) in Losses to Buyer in excess of Five Hundred Thousand Dollars ($500,000), the Purchaser may terminate this Agreement by delivering Parties shall negotiate in good faith to determine a termination notice reasonable adjustment to the Seller within 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 Purchase Price to fully reflect such condition would reasonably Losses estimated to be expected to occur)incurred by Buyer resulting from such matters; provided, however, that in the termination of event such Losses are reasonably estimated (as determined by the Parties acting in good faith) to exceed Fifty Million Dollars ($50,000,000), then either Party shall have the right to terminate this Agreement pursuant to Section 10.1(d) and if the Closing occurs Buyer shall have no right to make a termination notice delivered as provided Claim with respect to such matters under ARTICLE 11 (Indemnification) or otherwise. For the avoidance of doubt, the Parties agree that to the extent this Agreement otherwise provides for a remedy in connection with a matter disclosed pursuant to this Section 6.8 4.9 (including, but not limited to, the ability to drop Purchased Premises and related adjustments to the Purchase Price), then such matter shall not be effective unless the Seller fails deemed to cure such breach within the earlier result in a Loss to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, Buyer for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as purposes of the Execution Datetwo preceding sentences.

Supplemental Disclosures. Purchaser hereby agrees that, with respect to the representations and warranties of Seller contained in Article 4this Agreement, Seller shall have the continuing right until five three (53) Business Days prior to before the ClosingClosing Date to, Seller may in good faith, add to, supplement or amend the or create any Seller Disclosure Schedules with respect to its representations and warranties in Article 4 to the extent necessary to identify any matter hereafter first arising after the Execution Date which, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at on the Execution Date, would have been required to be set forth or described in such Seller’s Seller Disclosure Schedules in order and Seller shall provide any additional information regarding such matter that is within its possession or control to avoid a breach the extent reasonably requested by Purchaser. For all purposes of this Agreement. In , including for purposes of determining whether the event that Seller supplements conditions to Closing of Purchaser set forth in Article 7 have been fulfilled or amends satisfied, the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result contained in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice shall be deemed to include only that information contained therein on the Seller within the Termination Period (which termination notice Execution Date and shall specify the representation be deemed to exclude all information contained in any addition, supplement or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur)amendment thereto; provided, however, that if as a result of the matter that is the subject of such addition, supplement or amendment the conditions to Closing of Purchaser set forth in Article 7 are not satisfied or fulfilled as of the Closing Date, and nonetheless Purchaser elects to waive such conditions and proceed with the Closing, and the Closing shall occur, then, for purposes of Article 11, all matters giving rise to Purchaser’s termination of right shall be deemed waived and Purchaser shall not be entitled to make a claim thereon under this Agreement pursuant or otherwise with respect to a termination notice delivered as provided in such matters; provided, that Purchaser shall not waive its rights under Article 11 with respect to any matters arising under this Section 6.8 shall that did not be effective unless cause the Seller fails conditions of Closing of Purchaser to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, fail to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution Datesatisfied.

Supplemental Disclosures. Purchaser hereby agrees that(a) Between the date of the Agreement and the Closing Date, with respect to Seller will promptly notify Buyer in writing if there occurs, after the date of this Agreement, any event, fact, or condition, Including a Total Loss or other loss or casualty that causes or constitutes a Breach of any of Seller's representations and warranties as of the date of this Agreement, or if Seller becomes aware, of the occurrence after the date of this Agreement of any fact or condition, Including a Total Loss or other loss or casualty, that would cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in any of the Disclosure Schedules if the Disclosure Schedules were dated the date of the occurrence or discovery of any such fact or condition, Seller will promptly deliver to Buyer a supplement to the Disclosure Schedules specifying such change. During the same period, Seller will promptly notify Buyer of the occurrence of any Breach of any covenant of Seller contained in this Article V or of the occurrence of any event that may prevent satisfaction of the conditions in Article 4VII or Article VIII. (b) From the date hereof through and Including the Closing Date, until five Buyer agrees to notify Seller promptly if any representation or warranty of Buyer in this Agreement is not true and correct in all material respects. (5c) Business Days If any of the Assigned Contracts, other than a Contract listed on Schedule 5.9, should expire or be terminated under its provisions prior to the Closing, other than as a reason of a default by Seller, then Seller may supplement amend Schedule 2.1(a)(v) to reflect such change. Seller may add to Schedule 2.1(a)(v) any new or replacement Contracts entered into by Seller prior to Closing, in the Ordinary Course of Business, other than any agreements with (i) any Affiliate of Seller, (ii) any agreements whereby Seller incurs future obligations as settlement of past liabilities, (iii) any agreements affixing a lien or encumbrance on any of the Acquired Assets, (iv) any agreements not cancelable by Seller (or Buyer, following assumption) on 90 days notice. Any new or replacement Contracts added pursuant to this subsection (c) shall become Assigned Contracts. Seller may amend Schedule 3.7 to reflect matters revealed in any Phase I environmental reports performed by Buyer; it being understood that in the Seller Disclosure Schedules case of such amendments, Buyer shall have the rights set forth in Section 5.12(e) below. (d) This Section 5.12 shall not apply with respect to any matter hereafter arising after the Execution Date whichReal Property title matters, if existing which are governed by Section 5.19. (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), knowne) at the Execution Date, would have been required to be set forth or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller any of Seller's updates or supplements or amends to the Seller Disclosure Schedules pursuant to this Section 5.12 would, individually, or in the preceding sentenceaggregate, Seller shall deliver a copy have an adverse effect on the financial condition, results of operations or condition of the amendment Acquired Assets or supplement the Business (in either caseIncluding its liabilities), the “Supplemental Disclosure”amount of such effect shall be reasonably calculated (the "Update Amount") and the following shall apply: (i) to the Purchaser. The Purchaser extent such Update Amount is in excess of $500,000 but not in excess of $5,000,000, the Purchase Price shall have five be reduced by an amount equal to the aggregate Update Amount, minus $500,000; and (5) days after receipt of a 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 Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(aii) to the extent such Update Amount is in excess of $5,000,000, then, at Buyer's sole option, (y) the Agreement may be satisfied at terminated pursuant to Section 12(a)(v), or (z) the Closing, the Purchaser may terminate this Agreement Purchase Price shall be reduced by delivering a termination notice an amount equal to the Seller within the Termination Period (which termination notice shall specify the representation or warranty breachedaggregate Update Amount, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless the Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and (b) the date specified in Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution Dateminus $500,000.

Supplemental Disclosures. Purchaser hereby agrees that(a) Seller shall, with respect from time to the representations and warranties of Seller contained in Article 4, until five (5) Business Days time prior to the ClosingClosing by written notice to Buyer (which notice shall be made promptly after Seller’s Knowledge of the matters set forth in clauses (i) or (ii) below), Seller may supplement or amend the Seller Disclosure Schedules with respect (i) to correct any matter existing as of the date of this Agreement and discovered hereafter arising after the Execution Date whichthat, if existing (or in the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) known at the Execution Datedate of this Agreement, would have been required to be set forth or described in such Seller’s Disclosure the Seller Schedules in order to avoid a breach of any representation or warranty of Seller in Article III (a “Seller Correcting Supplement”), or (ii) to reflect any matter arising after the date hereof that, if it existed at the date of this Agreement. In , would have been required to be set forth or described in the event Schedules to make the representations and warranties of Seller in Article III true and correct in all material respects (or in the case of such representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct in all respects) (a “Seller supplements or amends Updating Supplement”). (b) Neither the Seller Disclosure Schedules pursuant Correcting Supplement or the Seller Updating Supplement shall affect the representations, warranties, covenants or agreements of any Party or the conditions to the preceding sentence, Seller obligations of any Party nor shall deliver a copy they otherwise affect the remedies hereunder to any Buyer Indemnified Party under Article X or otherwise the remedies of the amendment Buyer hereunder. Notwithstanding the foregoing or supplement (in either case, the “Supplemental Disclosure”) anything else contained herein to the Purchaser. The Purchaser shall have five contrary, if the Seller Updating Supplement (5i) days after receipt of a Supplemental Disclosure (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would does not constitute a breach by Seller of a covenant contained in Article V or a representation in Article III that was made as of the Seller’s representations and warranties hereunder and such breach date hereof, (ii) would result in the failure of the Purchaser’s condition permit Buyer to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within 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 such condition would reasonably be expected to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered as provided in Section 9.1(b), and (iii) Buyer does not so terminate the Agreement and the Closing shall have occurred, Buyer shall be deemed to have waived (on behalf of itself and each of the Buyer Indemnified Parties) any right or claim pursuant to this Section 6.8 shall not be effective unless the Agreement or otherwise, including pursuant to Article X, with respect to any and all matters disclosed pursuant to such Seller fails to cure such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives Updating Supplement. If Buyer does exercise such termination notice and (b) the date specified in right, Section 10.1(e). To the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the Execution Date9.2 shall apply.

Supplemental Disclosures. Purchaser hereby agrees thatDuring the Interim Period, with respect to the representations Company and warranties of Seller contained the Sellers shall promptly notify Buyer in Article 4, until five (5) Business Days prior to the Closing, Seller may supplement or amend the Seller Disclosure Schedules writing with respect to any matter hereafter arising after the Execution Date whichor discovered that, if existing (or in known on the case of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Datedate hereof, would have been required to be set forth or described in such Seller’s the Company Disclosure Schedules in order on the date hereof or would cause the representations and warranties of the Company or the Sellers made pursuant to avoid a this Agreement not to be true and correct; provided, however, no such disclosure shall cure any breach of any representation or warranty except to the extent set forth in the final sentence of this AgreementSection 5.7. In the event that Seller supplements or amends the Seller Disclosure Schedules With respect to a disclosure made pursuant to the preceding sentence, the Company and the Seller shall deliver a copy Representative on behalf of the amendment Sellers may by notice in accordance with the terms of this Agreement, supplement or supplement amend the Company Disclosure Schedules in respect of any event, circumstance or matter so disclosed (i) that occurred (or, with respect to any existing circumstance, worsened) during the Interim Period, (ii) as to which to the Company or the Seller, as applicable, did not have Knowledge as of the date of this Agreement and (iii) that did not arise as a result of the breach of a covenant of the Company or a Seller contained in either casethis Agreement (any disclosure meeting such requirement, the a “Special Supplemental Disclosure”) to ). Except as set forth in the Purchaser. The Purchaser shall have five (5) days after receipt final sentence of a this Section 5.7, no such Special Supplemental Disclosure (the “Termination Period”) in which shall be deemed to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a cure any breach of the Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within 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 such condition would reasonably be expected to occur); provided, however, that the termination for any purpose of this Agreement Agreement, including Section 6.2(a) or 6.2(b) or Buyer’s right to indemnification pursuant to a termination notice delivered as provided in this Section 6.8 shall not be effective unless 9.2. Notwithstanding the Seller fails to cure such breach within the earlier to occur of foregoing, if (a) thirty (30) days following such Special Supplemental Disclosures, in the date aggregate, would, taken together with all other breaches of the representations, warranties and covenants contained herein, result in a Company Material Adverse Effect or a Seller receives such termination notice and Material Adverse Effect, (b) the date specified in Section 10.1(e). To Company or the extent Seller Representative delivers notice to Buyer no later than three (3) Business Days prior to the Closing that indicates that such Special Supplemental Disclosure Disclosures in the aggregate, have, taken together with all other breaches of the representations, warranties and covenants contained herein, resulted in a Company Material Adverse Effect or a Seller Material Adverse Effect, and (c) the Closing nevertheless occurs, any Special Supplemental Disclosures will be effective to cure and correct for all purposes any breach of any representation or warranty that would have resulted in Purchaser’s conditions existed if the Company or the Seller Representative had not made such Special Supplemental Disclosures, and all references to Closing not being satisfied and Purchaser nonetheless elected to proceed to Closing, the relevant Seller Company Disclosure Schedules will be deemed, shall for all purposes, purposes after the Closing be deemed to be a reference to the Company Disclosure Schedules as so supplemented or amended or supplemented as described in the by such Special Supplemental Disclosure, as of the Execution DateDisclosures.

Supplemental Disclosures. Purchaser hereby agrees that(a) The Company and the Seller Representative may, with respect from time to the representations and warranties of Seller contained in Article 4, until five (5) Business Days time prior to the Closing, Seller may by written notice in accordance with the terms of this Agreement, supplement or amend any Schedule (other than any Schedule relating to Section 3.18) in order to add information relating to or resulting from facts or events occurring subsequent to the execution of this Agreement (which were not known by a Seller Party prior to the date of this Agreement), provided that such facts or events do not result from a breach of the covenants described in Section 6.3 (such supplements, amendments and updates are referred to herein as “Supplemental Disclosures”). In the event that the Company or the Seller Disclosure Schedules Representative provide any Supplemental Disclosures, the matters set forth on such Supplemental Disclosures shall not be effective to cure and correct for purposes of Section 7.2 any breach of any representation, warranty or covenant which would have existed if the Company or the Seller Representative had not provided such Supplemental Disclosures except as provided in this Section 6.9. In the event that prior to the Closing Date, the Company or the Seller Representative provides to Purchaser notification pursuant to the terms of this Section 6.9 of the failure of any condition in Section 7.2 as a result of any breach of any representation, warranty or covenant of a Seller Party due to facts or events occurring subsequent to the execution of this Agreement that, but for this Section 6.9, would entitle Purchaser to not consummate the Closing (a “Termination Update”), Purchaser may terminate this Agreement in accordance with Section 9.1(c) and Purchaser shall retain any and all rights and remedies in connection with such termination. If Purchaser proceeds to consummate the Closing after receiving a Termination Update, Purchaser shall be deemed to have waived any and all rights, remedies or other recourse against any Seller to which Purchaser might otherwise be entitled in respect of a breach that would be cured by such Termination Update, including any rights or remedies under Article 10, and such Termination Update shall be effective to cure and correct for all other purposes any matter hereafter arising after the Execution Date which, if existing (or in the case such breach of any representation or warranty qualified by “Seller’s knowledge” or other phrases referenced in Section 4.24(c), known) at the Execution Date, which would have been required to be set forth existed if the Company or described in such Seller’s Disclosure Schedules in order to avoid a breach of this Agreement. In the event that Seller supplements or amends the Seller Disclosure Schedules pursuant to the preceding sentence, Seller shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to the Purchaser. The Purchaser shall have five (5) days after receipt of a Supplemental Disclosure (the “Representative had not provided such Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of the Seller’s representations and warranties hereunder and such breach would result in the failure of the Purchaser’s condition to Closing specified in Section 7.2(a) to be satisfied at the Closing, the Purchaser may terminate this Agreement by delivering a termination notice to the Seller within the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breachUpdate, and describe why the failure of such condition would reasonably be expected all references to occur); provided, however, that the termination of this Agreement pursuant to a termination notice delivered any Schedule hereto which is supplemented or amended as provided in this Section 6.8 6.9 shall for all purposes after the Closing be deemed to be a reference to such Schedule as so supplemented or amended. If Purchaser proceeds to consummate the Closing after receiving any Supplemental Disclosure that is not a Termination Update, Purchaser shall be entitled to exercise any rights or remedies pursuant to this Agreement in respect of a breach that would be cured by such Supplemental Disclosures, including any rights or remedies under Article 10, and such Supplemental Disclosure shall not be effective unless to cure and correct for any purpose any such breach of any representation, warranty or covenant which would have existed if the Company or the Seller fails to cure Representative had not provided such breach within the earlier to occur of (a) thirty (30) days following the date the Seller receives such termination notice and Supplemental Disclosure. (b) In the event that the Company, acting in the ordinary course of its business, prepares any unaudited balance sheets and/or income statements for any monthly period subsequent to the date specified in Section 10.1(e). To of the extent that such Supplemental Disclosure would have resulted in Purchaser’s conditions to Closing not being satisfied and Purchaser nonetheless elected to proceed to ClosingLatest Balance Sheet, the relevant Seller Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as Company shall promptly deliver copies of the Execution Datesame to Purchaser.