Common use of Updated Disclosure Schedules Clause in Contracts

Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not terminate this Agreement on or before the Closing Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of the Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28.

Updated Disclosure Schedules. Notwithstanding anything At least ten (10) days before each Additional Closing, if any, the Company shall deliver to the contrary contained Investors an updated version of the Disclosure Schedules (the “Updated Schedules”) so that, after giving effect to such Updated Schedules, the condition in this AgreementSection 5.3(a) shall be able to be satisfied with respect to such Additional Closing. The Updated Schedules shall be in writing, Sellers and Target blacklined (using customary blacklining software highlighting all changes made therein) against the immediately prior version of the Disclosure Schedules or Updated Schedules, as the case may be, provided by the Company to the Investors. Notwithstanding the foregoing, the Investors shall have the right to revise review the Disclosure Updated Schedules, and either accept or reject them in their sole discretion, by giving written notice thereof to the Company at any time before such Additional Closing. If so rejected, the condition in Section 5.3(a) shall not be able to be satisfied, if at all, unless and until the Company submits Updated Schedules with respect to Sellers’ such Additional Closing that are in all respects acceptable to the Requisite Investors, in their sole discretion, provided, that, the need to furnish revised versions of the Updated Schedules shall not operate to extend the date for the Additional Closing, unless consented thereto in writing by the Requisite Investors, in their sole discretion, and Target’s if not so extended, the Company shall once again comply with the notice requirements for an Additional Closing under Section 2.4. Subject to the next two sentences, the Updated Schedules accepted under this Section 6.8 for a given Additional Closing shall become the Disclosure Schedules applicable to the representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, under Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination 3 of this Agreement. In If any Updated Schedules are accepted by the event Buyer does Investors, such acceptance shall only be for purposes of Section 5.3(a) and shall not terminate this Agreement on or before the Closing Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosuresa waiver or, such Post-Agreement Disclosures or in any way prevent the Investors from asserting, their rights under Section 7 of this Agreement. For the avoidance of doubt, the Investors shall be deemed entitled to constitute part elect to consummate the Additional Closing and subsequently pursue their rights and remedies under Section 7 with respect to any inaccuracies in the representations and warranties, notwithstanding their acceptance of the Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28Updated Schedules.

Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.07 (but only to the extent not relating to the Transferred Interests or the Properties), 5.08, 5.09, 5.10, 5.14, 5.15, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.235.24, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur or of which Sellers, Manager or Target may become aware after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than Date, provided that Sellers and Target shall not have the addition of right to revise the Disclosure Schedule to reflect or incorporate any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events Disclosures of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events Post-Agreement Disclosure existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate aggregate, could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not terminate this Agreement on or before the Closing Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of the Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28.

Updated Disclosure Schedules. Notwithstanding anything (a) Prior to the contrary contained Closing Date as hereinafter provided, the Company may supplement Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and 4.23 of the Company Disclosure Schedule with respect to representations and warranties made by the Company as of the date hereof in the corresponding Sections of this Agreement (such Sections of the Company Disclosure Schedule as supplemented in accordance with this Section 8.22(a), the “Company Updated Disclosure Schedule”) with respect to matters arising after the date of this Agreement and not in violation of any covenant or other provision of this Agreement (including, without limitation, any covenant set forth in Article 7 or Article 8), which matters, if existing as of the date of this Agreement, Sellers and Target should have been set forth in such section of the Company Disclosure Schedule. After the Company shall have furnished the right Updated Company Disclosure Schedule to revise Parent, (i) the Updated Company Disclosure Schedules with respect to Sellers’ Schedule shall become part of this Agreement and Target’s (ii) the representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely Article 4 made by the Company as it relates to updates of the documents and accounts referred date hereof, (A) together with the Company Disclosure Schedule as delivered on the date hereof, shall continue to therein), 5.23, 5.25 and 5.26 remain part of this Agreement as if the Updated Company Disclosure Schedule had not become part of this Agreement and (B) together with the Updated Company Disclosure Schedule, shall thereupon also be deemed to reflect circumstances be made as of the Closing Date. For the avoidance of doubt: (a) the Updated Company Disclosure Schedule shall not be deemed to have made, and shall not make, (i) true and correct any representation or events warranty set forth in Article 4 made by the Company as of the date hereof that may occur is qualified by materiality or Material Adverse Effect or (ii) true in all material respects any representation or warranty set forth in Article 4 made by the Company as of the date hereof that is not qualified by materiality or Material Adverse Effect; and (b) the Company shall not be entitled to include on any Section of the Updated Company Disclosure Schedule any matters arising after the date of signing this Agreement necessary to make the representations and warranties set forth in Article 4 made by the Company as of the date hereof true and correct (with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect) or in all material respects (with respect to any representation or warranty that is not qualified by materiality or Material Adverse Effect) as of the Closing Date if such matters violated or conflicted with any covenant or other provision of this Agreement (collectivelyincluding, “Post-Agreement Disclosures”) by delivering without limitation, any covenant set forth in Article 7 or Article 8) in any respect. The Company shall furnish to Parent a revised draft of the Updated Company Disclosure Schedule to Buyer at any time within five (5) on the third Business Days Day prior to the Closing Date (without further modification other than the addition of any and shall supplement such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge draft as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior appropriate up to the date of this Agreement (Effective Time. Such draft, as so supplemented, shall constitute the Updated Company Disclosure Schedule; provided that Sellers and Target that, if the Company shall not be required to contact supplement such draft in any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreementmaterial respect, (b) Sellers and Target Parent shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contraryright, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by upon written notice to Seller Representativethe Company, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not terminate this Agreement on or before defer the Closing Date, then Buyer shall conclusively be deemed Date by a period not to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed exceed five Business Days in order to constitute part of review the Updated Company Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28as so supplemented.

Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) 42 Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not terminate this Agreement on or before the Closing Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of the Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28.

Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at At any time prior to the Closing, Buyer shall, each Party shall be required to deliver to the other Party notice (a “Disclosure Notice”) of any event or circumstance that (i) was required to be disclosed on the Disclosure Schedules as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason date of this Agreement, except for but which such Party failed to so disclose and/or (ii) occurs after the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination date of this Agreement. In the event Buyer does not terminate this Agreement but on or before the Closing Date, then Buyer shall conclusively Date that would have been required to be deemed to have accepted disclosed on the Disclosure Schedules on the date of this Agreement had such Post-Agreement Disclosures, such Post-Agreement Disclosures event or circumstance existed on the date of this Agreement. Disclosure Notices shall be deemed to constitute part delivered promptly following the date on which the Party obtains knowledge of the existence of an applicable event or circumstance, must be clearly marked as such and must be addressed to Xxxxx Corning at the addresses listed in Section 13.01. In the event any Party delivers a Disclosure ScheduleNotice within three days of any date scheduled for Closing, the other Party shall be entitled to extend, by written notice to the updating Party, the scheduled date for Closing to the third day after it receives the Disclosure Notice, or if such day is not a Business Day, to the next Business Day. Except for those representations, warranties, covenants or other agreements that provide for the ability of a Party to update its respective Disclosure Schedule attached hereto Schedules for specified purposes, a Disclosure Notice delivered by a Party shall be deemed to have been revised delivered solely for informational purposes and shall not be deemed to include update the Disclosure Schedules or cure any breach of any representation, warranty, covenant or other agreement for any purposes under this Agreement (including for purposes of Sections 10.02 and incorporate such Post-Agreement Disclosures 10.03 and Sellers’ and Target’s Article XI) or to prejudice any rights of the other Party under this Agreement, including the right to claim that the representations and warranties of the updating Party, when made on the date of this Agreement or as of the Closing Date, were untrue, or that any condition to Closing was unfulfilled. Notwithstanding anything to the contrary contained herein, and without any further action by the Parties, the Disclosure Schedules shall be deemed to have been revised accordingly, and Buyer shall be deemed updated as of the Closing Date to have waived any right to terminate reflect changes in the Agreement under this Section 5.28identity of the parties referenced therein resulting from the Reorganizations.

Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers Seller and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ Seller’s and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or 41 events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers Seller or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers Seller or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers Seller and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers Seller and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,0002,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller RepresentativeSeller, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 11.01 and 11.1611.15), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not terminate this Agreement on or before the Closing Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of the Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ Seller’s and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28.

Updated Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.07 (but only to the extent not relating to the Transferred Interests or the Properties), 5.08, 5.09, 5.10, 5.14, 5.15, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.235.24, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, have the right to terminate this Agreement by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not terminate this Agreement on or before the Closing Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of the Disclosure Schedule, the respective Disclosure Schedule attached hereto shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Section 5.28.

Updated Disclosure Schedules. Notwithstanding anything From time to time prior to the contrary contained in this AgreementClosing, Sellers and Target Company shall have the right (but not the obligation) to revise supplement or amend the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur any matter arising after the date of signing this Agreement (collectivelyEffective Date, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures)which, provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances if existing, occurring or events of which Sellers or Target either had Knowledge known as of the date of this Agreement or Effective Date, would have had Knowledge had Sellers been required to be set forth or Target exercised commercially reasonable diligence to determine whether described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target Schedule Supplement shall not be required deemed to contact have cured any Third Party operator of the Properties to exercise commercially reasonable diligence) inaccuracy in or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant any representation or warranty contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as including for purposes of the Execution Date by an Owner indemnification or termination rights contained in this Agreement or of a representation determining whether or warranty due to such circumstances or eventsnot the conditions set forth in Section 6.02(a) have been satisfied. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Buyer shall, as the sole and exclusive remedy of the Buyer, Parent shall have the right to terminate this Agreement by written notice to Seller Representativeif a Schedule Supplement discloses information that will have a Material Adverse Effect; provided, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have any further rights againsthowever, or obligations or liabilities to, the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer that if Parent does not elect to terminate this Agreement on or before within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with the Closing Dateafter receipt of such Schedule Supplement, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of the Disclosure Schedule, the respective Disclosure Schedule attached hereto Parent shall be deemed to have been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the Agreement extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 5.288.06), if any, attributable to the Contested Disclosures.