Common use of Supplements to Schedules Clause in Contracts

Supplements to Schedules. With respect to matters arising from circumstances first occurring after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09.

Supplements to Schedules. With (a) From the date hereof to the Closing Date, Seller may supplement or amend the Schedules delivered in connection herewith with respect to matters arising from circumstances first any matter which, if existing, occurring after the date of this Agreement or as to which a Party first acquires knowledge after known at the date of this Agreement, Sellers and Purchaser shall would have the right been required to make be set forth or described in any changes such Schedule or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be which is necessary to correct any matter that would otherwise constitute a breach of information in any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of such Schedule which either of the Sellers has or obtains knowledgebeen rendered inaccurate thereby, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not such matter is material (“Changes”). No such Changes will be considered or taken into account for the purpose of determining satisfaction of the conditions to Closing set forth in Section 7.02 7.1(a) hereof or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, compliance by the Seller Parties with the covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IXSection 6.1 hereof; provided, however, that by consummating the transactions contemplated hereby, Buyer waives any Supplemental Disclosure by Purchaser in respect right or claim it may have or have had on account of its or relating to such failure to satisfy conditions or comply with covenants or on account of or relating to any such breach of representation and or warranty of any Seller Party. Notwithstanding the previous sentence, if a Change constitutes a Permitted Stipulated Update, then the Permitted Stipulated Update shall be considered for purposes of determining satisfaction of the conditions set forth in Section 5.09 (a7.1(a) hereof or the compliance by any Seller Party with the covenant set forth in Section 6.1 and Buyer shall be deemed required to consummate the transactions contemplated hereby subject to satisfaction of the other conditions set forth in Section 7.1. The term “Permitted Stipulated Update” means Changes relating to matters occurring after the execution of this Agreement (and which did not exist on the date hereof), which do not have cured a Material Adverse Effect, and which do not arise from a breach of any breach by Purchaser covenant in this Agreement, and which (A) relate to matters arising in the ordinary course of business which give rise to neither a casualty nor a third party claim against either Seller Party, (B) reflect modifications (whether due to casualty or otherwise) to the Service Trucks and/or Route Trucks but do not decrease the number of such types of Vehicles being transferred to Buyer below the number set forth in Section 6.6(b), or (C) are not described in clauses (A) or (B) above and are necessary to correct any representation or warranty made by Seller in this Agreement, including the Schedules hereto, which has been rendered inaccurate thereby and warranty thatwhich, but for such disclosureindividually or in the aggregate, would have otherwise existeddo not result in Losses to which Buyer is entitled to indemnity pursuant to Section 8.2 in excess of one percent (1)% of the Purchase Price (without regard to the Basket or Mini-Basket) (the Changes referred to in this clause (C) being collectively called “Unanticipated Changes”). If Seller makes a Permitted Stipulated Update to reflect an Unanticipated Change, but (b) for the purposes of Buyer shall retain its right to seek indemnification pursuant to Article IXSection 8.2 following the Closing Date with respect to such Unanticipated Change regardless of any other provision of this Section 6.6(a), and to the extent that such indemnification pertains to a casualty at the Houston Plant or the Oklahoma City Plant which involves Losses of one percent (1%) of the Purchase Price or less, Buyer’s right to indemnification on account of such Permitted Stipulated Update or on account of a breach of Section 4.10(b) if there has been no Permitted Stipulated Update shall not be deemed subject to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09the Basket or Mini-Basket.

Supplements to Schedules. With (a) The Sellers shall deliver all amendments and supplements to the schedules to the Purchaser on or before June 20, 2011. Within three business days of delivery of an amendment or supplement to the schedules, the Purchaser shall give notice to the Sellers if the Purchaser objects to an amendment or supplement. If the Purchaser does not object to an amendment or supplement within the period of time allotted for so doing, the Purchaser shall be deemed to have accepted the amendment or supplement. If the Purchaser and the Sellers cannot agree to an amendment or supplement on or before the day which is the earlier of ten days following delivery of the amendment or supplement and the Closing Date, this Agreement shall terminate. (b) From time to time after June 20, 2011, but prior to the Closing Date, Sellers shall be entitled to amend or supplement any one or more of the schedules attached to this Agreement with respect to any matter that is required to be set forth or described in such a schedule or that is necessary to complete or correct any information in any representation or warranty contained in Section 2. For purposes of determining the fulfillment of the condition precedent set forth in Section 6.4(a), no such amendment or supplement shall be given effect (unless such amendment or supplement has been accepted pursuant to Section 4.5(a)); for purposes of all other provisions of this Agreement, including Section 7.2.(a)(i) if both (a) the representation or warranty to which such amendment or supplement relates was true and correct in all material respects (or, if such representation or warranty is qualified by materiality, was true and correct in all respects) as of the date of this Agreement, and (b) the matter disclosed in such amendment or supplement would, individually or in the aggregate with all other such matters arising from circumstances first occurring set forth in such amendments and supplements, cause the condition set forth in Section 6.4(a) not to be satisfied unless waived by Purchaser, then, if such condition is waived by Purchaser and the Closing occurs, such amendment or supplement shall be deemed to modify such representation or warranty; in any other case, such amendment or supplement shall not be deemed to modify such representation or warranty. (c) Promptly after it is entered into, the Sellers will deliver to Purchaser a true and correct copy of any written material Contract and a complete and correct summary of the material terms and conditions of any oral material Contract which is entered into by any Seller in connection with the Business after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions prior to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Closing.

Supplements to Schedules. With respect The Seller may from time to matters arising from circumstances first occurring after the date of time prior to ten (10) Business Days preceding any anticipated Closing Date by notice in accordance with this Agreement supplement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to amend the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty contained herein; provided, that if the Purchaser identifies and notifies the Seller of any matter that would otherwise constitute a breach of any representation or warranty to the Seller, the Seller shall be required to supplement or amend the Schedules to correct such matter. If any supplement or amendment materially adversely affects the benefits to be obtained by the Purchaser under this Agreement and the Purchaser objects in writing, within the earlier of (i) ten (10) Business Days of receiving notice of any such supplement or amendment or (ii) the anticipated Closing Date, to any purported breach sought to be so cured, then the Purchaser shall have the right to terminate this Agreement. Sellers agree If any such amendment or supplement is necessitated by events (or items that have come to advise Purchaser promptly the Seller’s Knowledge where such representation is qualified by the Seller’s Knowledge) subsequent to the Effective Date, then, without prejudice to the Purchaser’s rights related to Casualty Insurance Claims as provided in writing Section 7.19, the Purchaser’s right of termination shall be the Purchaser’s sole remedy relating to the matters set forth in amendments or supplements to the applicable Schedules. If any matter amendment or occurrence of which either supplement is needed to cure any breach of the Sellers has Seller’s representations and warranties that were inaccurate or obtains knowledgeincomplete on the Effective Date, and then in addition to any right of termination, the Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be entitled to close notwithstanding Knowledge of such breach, the Schedules will not be deemed not to have been disclosed amended and supplemented for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if indemnification provisions of Article X and the Closing occurs, Purchaser shall not be deemed prohibited pursuant to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of Section 10.8 from seeking indemnification pursuant to Article IX; providedX. In all other cases, howeverto the extent the Agreement is not terminated, that any Supplemental Disclosure by Purchaser in respect of its representation the Schedules and warranty in Section 5.09 (a) representations and warranties shall be deemed for all purposes to have cured any breach by Purchaser include and reflect such supplements and amendments as of such representation the date hereof and warranty thatat all times thereafter, but for such disclosure, would have otherwise existed, but (b) for including the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Closing Date.

Supplements to Schedules. With (a) From time to time prior to the Closing, Sellers will promptly supplement or amend the Schedules prepared pursuant to Article III hereof with respect to matters any matter hereafter arising from circumstances first which, if existing or occurring after the date of this Agreement or as to which a Party first acquires knowledge after at the date of this Agreement, Sellers and Purchaser shall would have the right been required to make any changes be set forth or additions to the described in such Article III Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be which is necessary to correct any matter that would otherwise constitute a breach of any representation or warranty information in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of such Article III Schedules which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IXrendered inaccurate thereby; provided, however, that upon delivery of any Supplemental Disclosure such supplement or amendment to the Schedules, Buyer shall have the right to terminate this Agreement by Purchaser notifying the Company of Buyer's election so to terminate within five (5) business days of Buyer's receipt of any such supplement or amendment; provided further, however, in respect the event Buyer so notifies the Company of Buyer's election to terminate this Agreement, the Company shall, upon providing within three (3) business days of its representation receipt of such election written notice to Buyer of its intent to attempt to do so, be entitled to ten (10) business days to cure any such matter, condition or circumstance so disclosed by such supplement or amendment. Furthermore, within five (5) business days of Buyer's receipt of any supplement or amendment to the Article III Schedules, Buyer shall send the Company notice whether Buyer accepts or rejects such supplement or amendment. If Buyer accepts such supplement or amendment or fails to provide the Company with the required notice, the Article III Schedules shall be modified as contemplated by such supplement or amendment. If Buyer rejects any supplement or amendment to the Article III Schedules, then for purposes of determining the rights of Seller Indemnified Parties (as hereinafter defined) and warranty in Section 5.09 Buyer Indemnified Parties (aas hereinafter defined) pursuant to Article IX below, the Article III Schedules shall be deemed to have cured been unaffected by any breach by Purchaser such supplement or amendment. (b) From time to time prior to Closing, Buyer will promptly supplement or amend the Schedules prepared pursuant to Article IV hereof with respect to any matter hereafter arising which, if existing or occurring at the date of such representation and warranty that, but for such disclosurethis Agreement, would have otherwise existedbeen required to be set forth or described in such Schedules or which is necessary to correct any information in such Article IV Schedules which has been rendered inaccurate thereby; provided, but however, that upon delivery of any such supplement or amendment to the Article IV Schedules, the Company shall have the right to terminate this Agreement by notifying the Buyer of the Company's election so to terminate within five (b5) business days of the Company's receipt of any such supplement or amendment; provided further, however, in the event the Company so notifies the Buyer of the Company's election to terminate this Agreement, the Buyer shall, upon providing within three (3) business days of its receipt of such election written notice to the Company of its intent to attempt to do so, be entitled to ten (10) business days to cure any such matter, condition or circumstance so disclosed by such supplement or amendment. Furthermore, within five (5) business days of the Company's receipt of any supplement or amendment to the Article IV Schedules, the Company shall send the Buyer notice whether the Company accepts or rejects such supplement or amendment. If the Company accepts such supplement or amendment, or fails to provide the Buyer with the required notice, the Article IV Schedules shall be modified as contemplated by such supplement or amendment. If the Company rejects any supplement or amendment to the Article IV Schedules, then for the purposes of indemnification determining the rights of the Seller Indemnified Parties and Buyer Indemnified Parties pursuant to Article IXIX below, the Article IV Schedules shall not be deemed to have cured been unaffected by any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09such supplement or amendment.

Supplements to Schedules. With HoldCo may, from time to time, by written notice to MLP at any time prior to the tenth (10t h) Business Day prior to the Closing Date, supplement or amend the HoldCo Disclosure Schedule with respect to matters arising from circumstances any event, condition, fact or circumstance that arises, or with respect to which HoldCo’s Knowledge is first occurring obtained, after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise cause or constitute a an inaccuracy in, or breach of of, any representation or warranty of HoldCo contained herein (a “Schedule Update”). MLP shall have ten (10) Business Days after receipt of such Schedule Update in which to review the Schedule Update. If MLP has the right to terminate this Agreement. Sellers agree Agreement pursuant to advise Purchaser promptly in writing Section 9.1(c) as a result of any matter disclosed in such Schedule Update, but does not exercise such termination right by giving written notice to HoldCo within ten (10) Business Days after delivery of any such Schedule Update, then each supplement or occurrence amendment set forth in such Schedule Update will be effective for purposes of which either of Sections 7.2(a) and 7.2(e), as if such supplement or amendment had been disclosed on the Sellers has or obtains knowledgeHoldCo Disclosure Schedule delivered on the Execution Date, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure MLP shall be deemed not to have waived its right to subsequently assert that the conditions in Sections 7.2(a) and 7.2(e) have not been disclosed satisfied on account thereof and MLP shall have no right to subsequently terminate this Agreement pursuant to Section 9.1(c) on account thereof; provided, however, that such Schedule Update shall not be taken into account for the purposes of determining whether or Section 10.2 and shall not affect the conditions rights of MLP to Closing set forth bring any claim against HoldCo for indemnification under Section 10.2. Except as otherwise provided in this Section 7.02 or Section 7.036.6, as applicable, have been satisfied and, if the Closing occurs, any disclosure in any such Schedule Update shall not be deemed to have cured any breach of any representation, warranty, covenant representation or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes warranty of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09HoldCo contained herein.

Supplements to Schedules. With From time to time up to the Closing Date, the Seller shall promptly supplement or amend the Schedules or the Seller Disclosure Schedules (a “Schedules Supplement”) which it has delivered pursuant to this Agreement with respect to matters arising from any matter first existing or occurring following the date of the Original Agreement which, (a) if existing or occurring at or prior to the date of the Original Agreement, would have been required to be set forth or described in such Schedules or the Seller Disclosure Schedules or (b) is necessary to correct any information in such Schedules or the Seller Disclosure Schedules which has been rendered inaccurate thereby. The Parties acknowledge and agree that (i) under no circumstances first occurring shall the Seller be permitted to amend or supplement the Schedules or the Seller Disclosure Schedules to add any disclosures relating to any action taken by the Seller after the date of the Original Agreement and prior to the Closing Date in breach of any of the Seller’s obligations under this Agreement or as (including, without limitation, Section 6.1) and (ii) no Schedules Supplement shall be deemed to which a Party first acquires knowledge after have any effect for the date purpose of determining satisfaction of the conditions set forth in Article VIII (unless otherwise waived by the Purchaser in writing in accordance with the terms of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement). Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either Upon consummation of the Sellers has or obtains knowledgeClosing, however, it is agreed by the Parties that any such Schedules Supplement will be effective to cure and Purchaser agrees to advise each of the Sellers promptly in writing of correct for all other purposes any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to that would have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, existed if the Closing occurs, shall Seller had not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to provided the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of with such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Schedules Supplement.

Supplements to Schedules. With Each of the Seller and Energy agrees that, with respect to matters each such party's representations and warranties contained in this Agreement, such party shall have the continuing obligation until the Closing to correct, supplement or amend promptly the Seller Disclosure Schedules with respect to any matter arising from circumstances first occurring or discovered after the date of this Agreement (whether or as to which a Party first acquires knowledge after not existing or known at the date of this Agreement) that causes the representations and warranties of the Seller or Energy to be untrue or inaccurate in any respect, Sellers and Purchaser shall have the right to make any changes or additions subject to the Schedules (such changes or additions being referred last sentence of this Section 7.8. Prior to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach the Closing, for all purposes of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed Agreement including for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, Article VIII have been satisfied andfulfilled, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Seller Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) Schedules shall be deemed to have cured any breach by Purchaser include only that information contained therein on the date of such representation this Agreement and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured exclude all information contained in any such correction, supplement or amendment thereto. After the Closing, for all purposes of this Agreement, including Article IX (except with respect to any matter disclosed as a result of a breach by Sellers the Seller or Energy of any of their representations respective covenants contained herein) any information with respect to any matter not existing prior to the date of this Agreement disclosed pursuant to any such supplement or amendment shall be deemed to be included in the Seller Disclosure Schedules. The Seller and warranties so disclosed Energy acknowledge and agree that the Buyer requires a reasonable amount of time to review any corrections, supplements and amendments to the Seller Disclosure Schedules and, accordingly, shall provide the Buyer with any corrections, supplements and amendments to the Seller Disclosure Schedules at least three (3) Business Days prior to the Closing (unless a lesser time is agreed to by Purchaser under Section 5.09the Buyer).

Supplements to Schedules. With HoldCo may, from time to time, by written notice to MLP at any time prior to the tenth (10th) Business Day prior to the Closing Date, supplement or amend the HoldCo Disclosure Schedule with respect to matters arising from circumstances any event, condition, fact or circumstance that arises, or with respect to which HoldCo’s Knowledge is first occurring obtained, after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise cause or constitute a an inaccuracy in, or breach of of, any representation or warranty of HoldCo contained herein (a “Schedule Update”). MLP shall have ten (10) Business Days after receipt of such Schedule Update in which to review the Schedule Update. If MLP has the right to terminate this Agreement. Sellers agree Agreement pursuant to advise Purchaser promptly in writing Section 9.1(c) as a result of any matter disclosed in such Schedule Update, but does not exercise such termination right by giving written notice to HoldCo within ten (10) Business Days after delivery of any such Schedule Update, then each supplement or occurrence amendment set forth in such Schedule Update will be effective for purposes of which either of Sections 7.2(a) and 7.2(e), as if such supplement or amendment had been disclosed on the Sellers has or obtains knowledgeHoldCo Disclosure Schedule delivered on the Execution Date, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure MLP shall be deemed not to have waived its right to subsequently assert that the conditions in Sections 7.2(a) and 7.2(e) have not been disclosed satisfied on account thereof and MLP shall have no right to subsequently terminate this Agreement pursuant to Section 9.1(c) on account thereof; provided, however, that such Schedule Update shall not be taken into account for the purposes of determining whether or Section 10.2 and shall not affect the conditions rights of MLP to Closing set forth bring any claim against HoldCo for indemnification under Section 10.2. Except as otherwise provided in this Section 7.02 or Section 7.036.6, as applicable, have been satisfied and, if the Closing occurs, any disclosure in any such Schedule Update shall not be deemed to have cured any breach of any representation, warranty, covenant representation or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes warranty of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09HoldCo contained herein.

Supplements to Schedules. With respect The Seller may from time to matters arising from circumstances first occurring after the date of time prior to ten (10) Business Days preceding any anticipated Closing Date by notice in accordance with this Agreement supplement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to amend the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty contained herein; provided, that if the Purchaser identifies and notifies the Seller of any matter that would otherwise constitute a breach of any representation or warranty to the Seller, the Seller shall be required to supplement or amend the Schedules to correct such matter. If any supplement or amendment materially adversely affects the benefits to be obtained by the Purchaser under this Agreement and the Purchaser objects in writing, within the earlier of (i) ten (10) Business Days of receiving notice of any such supplement or amendment or (ii) the anticipated Closing Date, to any purported breach sought to be so cured, then the Purchaser shall have the right to terminate this Agreement. Sellers agree If any such amendment or supplement is necessitated by events (or items that have come to advise Purchaser promptly the Seller’s Knowledge where such representation is qualified by the Seller’s Knowledge) subsequent to the Effective Date, then, without prejudice to the Purchaser’s rights related to Casualty Insurance Claims as provided in writing Section 7.17, the Purchaser’s right of termination shall be the Purchaser’s sole remedy relating to the matters set forth in amendments or supplements to the applicable Schedules. If any matter amendment or occurrence of which either supplement is needed to cure any breach of the Sellers has Seller’s representations and warranties that were inaccurate or obtains knowledgeincomplete on the Effective Date, and then in addition to any right of termination, the Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be entitled to close notwithstanding Knowledge of such breach, the Schedules will not be deemed not to have been disclosed amended and supplemented for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if indemnification provisions of Article X and the Closing occurs, Purchaser shall not be deemed prohibited pursuant to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of Section 10.8 from seeking indemnification pursuant to Article IX; providedX. In all other cases, howeverto the extent the Agreement is not terminated, that any Supplemental Disclosure by Purchaser in respect of its representation the Schedules and warranty in Section 5.09 (a) representations and warranties shall be deemed for all purposes to have cured any breach by Purchaser include and reflect such supplements and amendments as of such representation the date hereof and warranty thatat all times thereafter, but for such disclosure, would have otherwise existed, but (b) for including the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Closing Date.

Supplements to Schedules. With From time to time up to the fifth business day prior to the Closing Date, the Sellers and Owners will promptly supplement or amend the Schedules (as amended or supplemented pursuant to clause (i) above) that they have delivered pursuant to this Agreement with respect to matters arising from circumstances (A) inserting an applicable cross reference to another schedule or (B) any matter first existing or occurring after the date of this Agreement hereof that, if existing or as occurring at or prior to which a Party first acquires knowledge after the date of this Agreementhereof, Sellers and Purchaser shall would have the right been required to make any changes be set forth or additions to the described in such Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be is necessary to correct any matter information in such Schedules that would otherwise constitute a breach has been rendered inaccurate thereby. No supplement or amendment to any Schedule will have any effect for the purpose of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either determining satisfaction of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IXVI; provided, however, that any Supplemental Disclosure by Purchaser to the extent a Closing occurs, each of CBIZ and Buyer hereby waive their right to seek a claim of a Seller Misrepresentation or other breach of representation or warranty with respect to the matters set forth or described in respect of its representation and warranty in Section 5.09 such supplement(s) and/or amendment(s) (a) shall be deemed to have cured any breach by Purchaser of the “New Matter”). Notwithstanding such representation and warranty thatwaiver, but for such disclosure, would have otherwise existed, but (b) unless the New Matter is [**] denotes confidential treatment has been requested for the purposes of indemnification pursuant to Article IXbracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. specifically assumed by CBIZ or Buyer in writing, such New Matter shall not be deemed an Assumed Liability hereunder and their right to have cured seek indemnification with respect to any breach by Sellers Damages any CBIZ Indemnified Party may incur as a result of any of their representations the New Matter shall continue in full force and warranties so disclosed by Purchaser under Section 5.09effect.