Common use of Notice of Developments Clause in Contracts

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement.

Notice of Developments. If From the Execution Date until the Closing Date, the Company and the Seller determines shall give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any factbreach of, circumstance, event or condition inaccuracy in existence as of any representation or after the date of warranty set forth in this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Agreement. The Seller may shall be entitled to deliver to the Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if discloses to the matters disclosed to Buyer in such supplement would not reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in the failure breach of the condition representations and warranties set forth in Section 7.1(a) Sections 3 or 4. The Buyer shall have the right to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification terminate this Agreement pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (bSection 9.1(f) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its days after receipt of such supplement, Buyer will provide written notice supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Seller indicating whether Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer chooses (i) does not exercise such right to terminate this Agreement or (ii) to accept and be bound by within the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within aforesaid ten (10) Business Daysday period after receipt of such supplemental Disclosure Schedule, or if the Buyer will consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then treated for all purposes of this Agreement as the Disclosure Schedules will Schedule and be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for cure any misrepresentation or breach of the specific representation or warranty that may be deemed on the original Disclosure Schedule to have been cured by virtue of the disclosure contained in extent such supplementspecific representation or warranty was modified on the supplemental Disclosure Schedule.

Notice of Developments. If Seller determines that becomes aware prior to Closing of any factevent, circumstance, event fact or condition or nonoccurrence of any event, fact or condition that would or will constitute a breach of any representation, warranty, covenant or agreement of Seller herein, then Seller shall have the right (but not the obligation) to supplement the information contained in existence as of or after the Disclosure Schedule with respect to such matter, which, if known at the date of this Agreement necessitates either a change Agreement, would have been required to be set forth or described in its the Disclosure Schedules or Schedule. Neither the addition supplementation of a new the Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, 4.5 nor any disclosure after the date hereof of the untruth of any representation or warranty or statement made in this Agreement shall operate as a cure of the failure to disclose the information, or its a cure of the breach of any representation or warranty made herein; and determination of any Liability for breach of representations or warranties either at signing or at Closing shall be made without reference to any supplements and with reference only to the Disclosure Schedule as it stands on the date of this Agreement; provided, however, that was or becomes inaccurate, then. (a) if Buyer has the matters disclosed right to Buyer in such supplement would not terminate this Agreement as a result in the failure of the condition any matter set forth in Section 7.1(asuch schedule supplement and Buyer does not exercise its right to terminate this Agreement within thirty (30) to occurdays of its receipt of such schedule supplement, then the Disclosure Schedules will Buyer shall be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for irrevocably waived any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) right to terminate this Agreement with respect to such supplement or (ii) any matter disclosed therein; provided, further, that no notice or supplement pursuant to accept and be bound by this Section 4.5 shall limit the matters Buyer Indemnitees’ right to indemnification under Article 7 or, except as expressly set forth in such supplement (this Section 4.5, limit or otherwise waive or affect any other remedies available to Buyer hereunder, in the event of the failure of Buyer each case with respect to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement any matter disclosed pursuant to this Section 8.6(b)(ii4.5), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement.

Notice of Developments. If From the Execution Date of the Agreement until the Closing Date, the Company and the Seller determines that will give the Buyer prompt written notice upon becoming aware of any fact, circumstancematerial development, event or condition circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in existence a breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Section 3 or Section 4; provided, however, that except as of otherwise set forth in this Agreement, no such disclosure will be deemed to prevent or after the date of cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Agreement. The Seller may will be entitled to deliver to the Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if discloses to the matters disclosed to Buyer in such supplement would not reasonable detail any facts and circumstances arising after the Execution Date that could constitute or result in the failure a breach of the condition representations and warranties set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Sections 3 or 4. The Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) right to terminate this Agreement or (ii) pursuant to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice Section 9.1.6 within ten (10) Business Daysdays after receipt of such supplemental Disclosure Schedule, provided, however, that if Buyer does not exercise such right to terminate this Agreement within the ten day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, Buyer will will, in each such case, be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept supplemented Disclosure Schedule, and such supplemented Disclosure Schedule will supersede and amend the prior Disclosure Schedule, be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then treated for all purposes of this Agreement as the Disclosure Schedules will Schedule and be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for cure any misrepresentation or breach of representation or warranty that may be deemed to have been cured by virtue arising out of the disclosure contained in such supplementprior Disclosure Schedule.

Notice of Developments. If Seller determines that (i) Between the date of this Agreement and the Closing, Sellers shall promptly notify Buyer in writing if any fact, circumstance, event of them becomes aware of (A) any fact or condition that causes or constitutes a breach of any of the representations and warranties in existence Section 3(a) or Section 4 hereof made as of the date of this Agreement or (B) the occurrence after the date of this Agreement necessitates either of any fact or condition that would or would be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or any Seller’s discovery of, such fact or condition. Should any such fact or condition require any change in its to the Sellers Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none)Schedule, Seller may Sellers shall promptly deliver to Buyer a supplement or revision to its the Sellers Disclosure Schedules Schedule specifying such change change; provided that such delivery shall not affect any rights of Buyer under Sections 7, 8 or adding such new Disclosure Schedule at 9 hereof. During the same period, Sellers also shall promptly notify Buyer of the occurrence of any time prior to event that may make the Closing. To satisfaction of the extent any information disclosed by Seller pursuant to this conditions in Section 8.6 corrects a representation, warranty 7 impossible or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, thenunlikely. (aii) Subject to Section 3(b)(vii), between the date of this Agreement and the Closing, Buyer shall notify Sellers in writing if it becomes aware of the matters disclosed occurrence after the date of this Agreement of any fact or condition to which Buyer reasonably believes Sellers do not otherwise have Knowledge that would cause or constitute a breach of any of the representations and warranties in Section 3(a) or Section 4 hereof had that representation or warranty been made as of the time of the occurrence of, or Buyer’s discovery of, such fact or condition. (iii) Between the date of this Agreement and the Closing, Sellers shall promptly deliver to Buyer in such supplement would not result in copies of all Statutory Statements filed with or submitted to the failure applicable Insurance Regulators and any other Governmental Authority by or on behalf of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementTargets.

Notice of Developments. If Seller determines that (a) Prior to the Closing, each Party will advise the others in writing with respect to any fact, circumstance, event or condition in existence as of or matter arising after the date of this Agreement necessitates either a change of which that Party obtains Knowledge and that, if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth in its the Buyers’ Disclosure Schedules Schedule or the addition Seller’s Disclosure Schedule, as applicable, or would constitute a breach of a new Disclosure Schedule any of its representations or warranties. (where previously there was none)b) The Seller will, Seller may deliver from time to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing, promptly supplement or amend the Seller’s Disclosure Schedule with respect to any matter that existed as of the date of this Agreement and should have been set forth or described in the Seller’s Disclosure Schedule. To No disclosure by the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation6.5(b), however, will be deemed to amend or supplement the Seller’s Disclosure Schedule or to have qualified the representations and warranties contained in this Agreement, unless the Buyers expressly consent to such supplement in writing. (c) The Seller will, from time to time prior to the Closing, promptly supplement or amend the Seller’s Disclosure Schedule with respect to any matter arising after the date of this Agreement, which, if existing as of the date of this Agreement, would have been required to be set forth or described in the Seller’s Disclosure Schedule in order to make any representation or warranty or statement set forth in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if true and correct as of such date. If the matters disclosed on such supplemented or amended Seller’s Disclosure Schedule have or could reasonably be expected to have a Material Adverse Effect, then Buyer may, in such supplement would not result in the failure accordance with Section 11.1(b), terminate this Agreement, within 10 calendar days after receipt of the condition set forth in Section 7.1(a) supplemented or amended Seller’s Disclosure Schedule, by written notice thereof to occurSeller; provided, however, that if Buyer does not exercise such right to terminate this Agreement within such 10 calendar day period, then the Disclosure Schedules (i) Buyer will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for forever waived any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) right to terminate this Agreement based upon such supplement or amendment, (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses supplement or amendment, and (or is deemed to have choseniii) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules or amendment will be deemed to supplement or amend Seller’s Disclosure Schedules. If Buyer does elect to terminate this Agreement pursuant to Section 11.1(b) then Seller will have a 30 day period to cure the event causing the amended or supplemented Seller’s Disclosure Schedule. (d) Each Buyer will, from time to time prior to the Closing, promptly supplement or amend the Buyers’ Disclosure Schedule with respect to any matter (i) that existed as of the date of this Agreement and should have been amended and/or modified by set forth or described in the contents Buyers’ Disclosure Schedule, or (ii) arising after the date of this Agreement, which, if existing as of the date of this Agreement, would have been required to be set forth or described in the Buyers’ Disclosure Schedule in order to make any representation or warranty set forth in this Agreement true and correct as of such supplement for all purposes hereunder and the date. No disclosure by any Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may this Section 6.5(d), however, will be deemed to amend or supplement the Buyers’ Disclosure Schedule or to have been cured by virtue of qualified the disclosure representations and warranties contained in this Agreement, unless the Seller expressly consents to such supplementsupplement in writing.

Notice of Developments. If Seller determines that (i) Promptly after any factSeller, circumstancethe Target or any of its Subsidiaries becomes aware, event Target and the Sellers shall provide written notice to Buyer of any matter, event, occurrence, state of facts, circumstance or condition development which, if it existed on or prior to the date hereof, or which, if it occurred after the date hereof and on or before the Closing Date, would be required to be set forth or described in existence the Disclosure Schedule in order for the representations and warranties of Sellers and Target contained in this Agreement to be true and correct as of the Closing Date (the “Supplemental Information”). Notwithstanding the delivery of the foregoing notice, Supplemental Information shall not be included in the Disclosure Schedule and any disclosure of such Supplemental Information to Buyer shall not be deemed to cure any breach or inaccuracy of the representations and warranties of Sellers or the Target for purposes of either the satisfaction of the conditions set forth in Section 7(a) or the indemnification obligations pursuant to Section 8. (ii) Notwithstanding the provisions of Section 7(e)(i) and solely with respect Automobile Dealer Agreements required to be disclosed in Section 4(n)(xiii) of the Disclosure Schedule, any Seller may elect at any time to notify Buyer of any development occurring after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none)with respect to an Automobile Dealer Agreement that, Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying if such change or adding such new Disclosure Schedule at any time development had occurred prior to the Closingexecution of this Agreement, would have resulted in such Automobile Dealer Agreement, if set forth in Section 4(n)(xiii) of the Disclosure Schedule as of the date of this Agreement, not being required pursuant to Section 4(n)(xiii) to be so set forth in Section 4(n)(xiii) of the Disclosure Schedule or, if not set forth in Section 4(n)(xiii) of the Disclosure Schedule as of the date of this Agreement, being required pursuant to Section 4(n)(xiii) to be so set forth in Section 4(n)(xiii) of the Disclosure Schedule. To Unless Buyer has the extent any information disclosed right to terminate this Agreement pursuant to Section 9(a)(ii) below by Seller reason of such development and exercises that right, the written notice pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a5(e)(ii) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified the Disclosure Schedule, to have qualified the representations and warranties contained in Section 4(n)(xiii) above by the contents inclusion or removal, as the case may be, of such supplement for all purposes hereunder Automobile Dealer Contract on or from Section 4(n)(xiii) of the Disclosure Schedule, and Buyer will not be entitled to indemnification pursuant to Article 11 for have cured any misrepresentation or breach of warranty solely with respect to Section 4(n)(xiii) that may be deemed to otherwise might have been cured existed hereunder by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt reason of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementdevelopment.

Notice of Developments. If (a) During the Pre-Closing Period, Parent and Purchaser shall promptly notify Seller determines that in writing if Parent or Purchaser becomes aware of (i) the occurrence or non-occurrence of any fact, circumstance, event or the existence of any fact or condition in existence that would cause or constitute a breach of any of its representations or warranties contained herein had such representation or warranty been made as of the time of Parent’s or after Purchaser’s discovery of such event, fact or condition and (ii) any material failure on the part of Parent or Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (b) During the Pre-Closing Period, Seller and the Company shall promptly notify Parent and Purchaser in writing if Seller or the Company becomes aware of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had such representation or warranty been made as of the time of discovery by Seller or the Company of such event, fact or condition and (ii) any material failure on the part of Seller or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(b) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of this Agreement necessitates either a change in its Disclosure Schedules the occurrence, existence or discovery of such event, condition, fact or circumstance, then Seller shall promptly deliver to Parent an update to the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new change. No update to the Disclosure Schedule at shall be deemed to supplement or amend the Disclosure Schedule for the purpose of determining the accuracy of any time prior to of the Closing. To the extent any information disclosed representations and warranties made by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure as of the condition set forth in Section 7.1(a) to occurAgreement Date. [*] Without limiting the generality of the foregoing, then the Disclosure Schedules will neither Parent nor Purchaser shall be deemed to have been amended and/or modified by waived their rights to obtain indemnification under Article 8 with respect to information presented in any update to the contents Disclosure Schedule relating to the accuracy of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained representations and warranties made by Seller in such supplement; or (b) if the matters disclosed in the supplement result in the failure this Agreement as of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementDate.

Notice of Developments. If Seller determines that any fact(a) From the date hereof until the Closing, circumstanceSellers shall promptly notify Buyer in writing of (i) all events, event or condition in existence as circumstances, facts and occurrences of which Sellers have Knowledge arising on or after the date hereof that have resulted, will result or could reasonably be expected to result in a Breach of a representation or warranty or covenant of Sellers in this Agreement necessitates either a change or that have made or will or could reasonably be expected to make any representation or warranty of Sellers in its Disclosure Schedules this Agreement untrue or incorrect in any respect, (ii) the occurrence of any event that might make the satisfaction of the conditions set forth in Section 8.02 impossible or unlikely to be satisfied and (iii) all other material developments affecting the assets, properties, Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of Dunellen or CTC or the addition of Business (any such development, event, or circumstance applicable to any Seller being referred to herein as a new Disclosure “New Development”). If any such event, circumstance, fact or occurrence should have been (or should be) included on any Schedule (where previously there was none)attached hereto, Seller may Sellers shall promptly deliver to Buyer a supplement to its Disclosure Schedules such Schedule specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, thenchange. (ab) Upon Buyer’s receipt of notice of a New Development (a “New Development Notice”), Buyer may elect to: (i) terminate this Agreement without liability to any party hereto; (ii) proceed to consummate the Closing in accordance with the terms and conditions of this Agreement, and if the matters disclosed to Closing occurs, Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will shall be deemed to have been amended and/or modified by waived any and all indemnification claims with respect to the contents of such supplement for all purposes hereunder and Buyer will not be entitled New Development(s), notwithstanding anything herein to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementcontrary; or (biii) if notify the matters disclosed Sellers that Buyer wishes to seek to negotiate in good faith an adjustment to the supplement result Purchase Price and/or other terms and conditions hereof, in which case the failure parties hereto shall negotiate in good faith for a period of seven (7) days with respect to an adjustment to the condition set forth Purchase Price and/or other terms and conditions hereof. If the parties hereto are unable to agree upon an adjustment to the Purchase Price and/or other terms and conditions hereof, the Buyer can elect to proceed in accordance with clause (i) or (ii) of this Section 7.1(a5.04(b). {W5977534.1} 49 (c) Any election by the Buyer under Section 5.04(b) shall be made pursuant to occur, then written notice furnished by the Buyer to the Sellers within ten (10) Business Days following its days of the Buyer’s receipt of such supplementnotice of the New Development, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event case of an election under the failure last sentence of Buyer to deliver a notice clause (iii) of Section 5.04(b), within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by days following the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue expiration of the disclosure contained seven (7) day period referenced in such supplementclause (iii) of Section 5.04(b).

Notice of Developments. If (a) Prior to Closing, the Company, Seagate and Seller determines will give prompt written notice to Buyers upon becoming aware of any material adverse development (i) causing a material breach of any of their respective representations and warranties in Articles II and III, or (ii) that would or could reasonably be expected to prevent such representations and warranties from being true and correct in all material respects (or, if the representation or warranty is already qualified by materiality, true and correct in all respects) at the Closing. The disclosure of such information before Closing shall, upon the consummation of the Closing (and only upon the consummation of the Closing), automatically be deemed to modify the Schedule of Exceptions; provided, however, that nothing in this Section 5.10(a) will in any factway modify or impair the right of any Buyer to elect not to close the transactions contemplated hereby if the conditions to Closing set forth in Section 6.1 are not satisfied without giving effect to any such modification at the Closing. (b) If, circumstance, event or condition in existence as of or after subsequent to the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time hereof and prior to the Closing. To , any Buyer shall discover facts which cause or could reasonably be expected to cause such Buyer to believe that any representation or warranty made by any of Seagate, Seller or the extent Company in this Agreement, or any information disclosed contained in the Schedule of Exceptions is or is reasonably likely to be untrue in any material respect, then Buyers' Agent shall promptly disclose such information to the Seller, in writing, with specific reference to the section of this Agreement concerned. The disclosure of such information by Seller pursuant a Buyer before Closing shall, upon the consummation of the Closing (and only upon the consummation of the Closing), automatically be deemed to modify the representations and warranties of Seller, Seagate and/or the Company specifically referred to in such notice; provided, however, that nothing in this Section 8.6 corrects a representation, warranty 5.10(b) will in any way modify or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) impair the right of the Buyers to elect not to close the transactions contemplated hereby if the matters disclosed conditions to Buyer in such supplement would not result in the failure of the condition Closing set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder 6.1 are not satisfied when made and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue at and as of the disclosure contained in Closing without giving effect to any such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementmodification.

Notice of Developments. If The Seller determines that shall deliver to the Purchaser promptly after the Seller becomes aware of any factchange affecting the content of, circumstanceor information with respect to, the Disclosure Schedule, but in any event or condition no later than two (2) days prior to the Closing Date, revised Disclosure Schedules to the representations and warranties set forth in existence as of or Section 3, to reflect any matters which have occurred from and after the date of this Agreement necessitates either Agreement, which, if existing on the date of this Agreement, would have resulted in a change in its disclosure or exception with regard to any such representation and warranty; provided, however, that Seller shall have no obligation to revise or update any Disclosure Schedule or any part of the Disclosure Schedules to reflect changes in fact or circumstance that are the addition result of conduct of the Business in the Ordinary Course of Business, unless Seller has Knowledge that such update would reasonably be expected to have a new Disclosure Schedule material adverse effect on the Business. If in the Purchaser's reasonable determination any such modifications or amendments would, if true at Closing, constitute or result in a material adverse change to the Acquired Assets, the Assumed Liabilities, or to the Business (where previously there was noneto the extent such Business is being transferred to the Purchaser hereunder), the Purchaser shall have until the earlier of (i) the Closing Date or (ii) five (5) days after receipt of such notice to notify Seller may deliver of its intent to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in terminate this Agreement or to propose an adjustment to the Asset Purchase Consideration, provided that, prior to any termination of this Agreement, the Seller shall be afforded a reasonable opportunity to cure any such defect, which cure shall, in any event, be completed no less than five (5) days after Purchaser's notice to Seller of its Disclosure Schedule that was or becomes inaccurateelection to terminate. If the Seller does not cure such defect or, then. at its election does not agree to any proposed adjustment to the Asset Purchase Consideration, the Purchaser may terminate this Agreement. Unless the Purchaser exercises such right of termination within such five (a5) if day period, the matters disclosed written notice delivered to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules Purchaser will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder Disclosure Schedule and Buyer will not be entitled to indemnification pursuant to Article 11 for have cured any misrepresentation or breach of warranty that may be deemed to otherwise might have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementexisted hereunder.

Notice of Developments. If (a) Seller determines that and the Members will give prompt written notice to Purchaser of any factevent, circumstanceoccurrence or development causing, or allegation by a third party which, if true, would cause, or which would reasonably be expected to cause, (a) a breach or inaccuracy of any of the representations and warranties in Section 4.1 or 4.2, (b) any breach or nonperformance of or noncompliance with any covenant or agreement of Seller or the Members in this Agreement or any Related Agreement, (c) the failure of any condition set forth in Section 3.2, (d) any material damage to or loss or destruction of any properties or assets owned or leased by Seller (whether or not insured) or (e) the occurrence or, to Seller’s Knowledge, threatened occurrence of any event or condition in existence as of which resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (b) From time to time before the Closing, Seller will have the right (but not the obligation) to supplement or amend the Disclosure Schedule with respect to any matter arising after the date of this Agreement necessitates either (each a change in its Disclosure Schedules or the addition of a new Disclosure “Schedule (where previously there was noneSupplement”). Parent may, Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplementafter it receives a Schedule Supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement Agreement, or (ii) to accept the Schedule Supplement and be bound by take no further action. If Parent accepts the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice Schedule Supplement or, if Parent does not terminate this Agreement within ten (10) Business DaysDays after receiving the Schedule Supplement, Buyer then (A) the Schedule Supplement will be deemed to modify the applicable representation or warranty to which it relates; (B) the Schedule Supplement will be deemed to have accepted such supplement). If Buyer chooses (cured any inaccuracy in or is deemed to have chosen) to accept and be bound by the matters breach of any representation or warranty set forth in such supplement this Agreement to which the Schedule Supplement relates for, and only for, purposes of Seller’s and the Members’ indemnification obligations pursuant to Section 8.6(b)(ii)7.1(b)(i) (except in the case of Fraud, then knowing or intentional misrepresentation or breach or willful misconduct) and determining whether or not the Disclosure Schedules conditions set forth in Section 3.2(a) have been satisfied; and (C) Parent will be deemed to have been amended and/or modified by irrevocably waived (and will not have) any right to terminate this Agreement or right to indemnification, under Section 8.1 with respect to the contents matter disclosed in the Schedule Supplement. For the avoidance of such supplement for all purposes hereunder doubt, Seller’s and the Buyer Members’ indemnification obligations other than those pursuant to Section 7.1(b)(i) that may be modified pursuant to this Section 5.5(b), including indemnification obligations with respect to Excluded Assets and Excluded Liabilities, will not be entitled to indemnification pursuant to Article 11 for modified in any misrepresentation or breach of warranty that may be deemed to have been cured way by virtue of the disclosure contained in such supplementany Schedule Supplement.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after (a) From the date of this Agreement necessitates either a change in its Disclosure Schedules or until the addition of a new Disclosure Schedule (where previously there was none)Closing, Seller may the Sellers shall promptly deliver to Buyer a supplement to its Disclosure Schedules specifying such change the Purchaser supplemental information concerning events or adding such new Disclosure Schedule at any time prior circumstances occurring subsequent to the Closing. To the extent date hereof which would render any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was the schedules hereto inaccurate or becomes inaccurate, then. (a) if incomplete at any time after the matters disclosed date of this Agreement until the Closing. If the parties are unable to Buyer in mutually agree on appropriate treatment of such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occursupplemental information, then upon the Disclosure Schedules will be deemed disclosure to have been amended and/or modified by Purchaser of any such supplemental information which constitutes a material breach of any representation, warranty or statement in this Agreement or the contents of such supplement for all purposes hereunder and Buyer will not schedules hereto, Purchaser shall be entitled to indemnification pursuant elect either not to Article 11 for any misrepresentation close the transaction or to proceed with a closing in which case such supplemental information shall constitute an amendment of the applicable representation, warranty or statement in this Agreement or the schedules hereto. Any supplemental information disclosed prior to Closing which is not a material breach of a representation, warranty or statement in this Agreement, shall constitute an amendment of the applicable representation, warranty or statement in this Agreement or the schedules hereto; provided, however, that any Adverse Consequences arising from such disclosure may be deemed to have been cured by virtue included for purposes of the disclosure contained threshold amount in such supplement; orSection 10.2. (b) if From the matters disclosed date of this Agreement until the Closing, Purchaser shall promptly deliver to the Sellers supplemental information concerning events or circumstances occurring subsequent to the date hereof which would render any representation or warranty in this Agreement inaccurate or incomplete at any time after the supplement result in date of this Agreement until the failure Closing. If the parties are unable to mutually agree on appropriate treatment of the condition set forth in Section 7.1(a) to occursuch supplemental information, then within ten (10) Business Days following its receipt upon the disclosure to Sellers of any such supplementsupplemental information which constitutes a material breach of any representation, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate warranty or statement in this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Daysschedules hereto, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not Sellers shall be entitled to indemnification pursuant elect either not to Article 11 for close the transaction or to proceed with a closing in which case such supplemental information shall constitute an amendment of the applicable representation, warranty or statement in this Agreement or the schedules hereto; provided, however, that any misrepresentation or breach of warranty that Adverse Consequences arising from such disclosure may be deemed to have been cured by virtue included for purposes of the disclosure contained threshold amount in such supplementSection 10.3.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior a) The Company will give prompt written notice to the ClosingBuyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 above. To Each Party will give prompt written notice to the extent others of any information disclosed material adverse development causing a breach of any of his or its own representations and warranties in Section 3 above. The Buyer will give prompt written notice to the Company of any material adverse development known to the Buyer causing a breach of any of the Company’s representations and warranties in Section 4 above. Except as set forth in Section 5.6(b) below, no disclosure by Seller any Party pursuant to this Section 8.6 corrects a representation5.6, warranty however, shall be deemed to amend or statement in this Agreement supplement the Significant Stockholder Disclosure Letter, the Buyer Disclosure Letter or its the Company Disclosure Schedule that was Letter or becomes inaccurateto prevent or cure any misrepresentation, thenbreach of warranty, or breach of covenant or agreement. (ab) No later than three (3) business days prior to the Closing Date, the Company shall deliver to the Buyer supplements to the Company Disclosure Letter showing in reasonable detail any changes from the original Company Disclosure Letter that the Company believes are required to make the representations and warranties in Section 4 either true and correct in all material respects as if made on the matters disclosed Closing Date or true and correct in all respects with respect to Buyer in any representations or warranties qualified by materiality limitations. If such supplement would not result discloses an event or circumstance that, in the failure absence of the condition set forth in Section 7.1(a) to occursuch supplement, would have represented a breach of such representation or warranty (a “Presumed Breach”), then the Disclosure Schedules Buyer shall have the following rights: (i) If the Adverse Consequences that will or could reasonably be expected to result from all such Presumed Breaches do not equal or exceed $750,000 in the aggregate, then such supplement shall be deemed to have been amended and/or modified updated the Company Disclosure Letter for the purposes of Section 7.1(a) and Section 4, and the Buyer shall have no right to ▇▇▇ or reserve its rights to indemnification pursuant to Section 8 below in respect of the Adverse Consequences resulting from such Presumed Breaches; provided, however, that the Adverse Consequences resulting from such Presumed Breaches shall apply against the Indemnity Deductible, except with respect to any item (including deductibles therefor) that would reasonably be expected to be covered by the contents Company’s insurance within policy limits (including any umbrella or excess of loss). (ii) If the Adverse Consequences that will or could reasonably be expected to result from all such Presumed Breaches shall equal or exceed $750,000 in the aggregate, but in the aggregate shall not constitute a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, then such supplement shall be deemed to have updated the Company Disclosure Letter for the purposes of Section 7.1(a) and Section 4, and the Buyer shall have the right to reserve its rights to indemnification pursuant to Section 8 below with respect to such Presumed Breaches, and the Adverse Consequences resulting from such Presumed Breaches shall apply against the Indemnity Deductible; provided, that the Buyer shall not reserve rights to indemnification with respect to any item (including deductibles therefor) that would reasonably be expected to be covered by the Company’s insurance within policy limits (including any umbrella or excess of loss). (iii) If the aggregate Adverse Consequences that will or could reasonably be expected to result from all purposes hereunder such Presumed Breaches shall equal or exceed $750,000 in the aggregate and in the aggregate shall also constitute a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, then the Buyer will shall not be required to close the Merger; provided, that the Buyer shall not exercise its right not to close the Merger with respect to any item (including deductibles therefor) that would reasonably be expected to be covered by the Company’s insurance within policy limits (including any umbrella or excess of loss). If, however, the Buyer shall elect to close the Merger notwithstanding such Presumed Breaches, then the Buyer shall not be entitled to ▇▇▇ or to reserve its rights of indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained under Section 8 below in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt respect of such supplementPresumed Breaches, Buyer will provide written notice to and no Adverse Consequences resulting from such Presumed Breaches shall apply against the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementIndemnity Deductible.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules Each Party will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide give prompt written notice to the Seller indicating whether Buyer chooses others of any material adverse development causing a breach of any of its own representations and warranties in Section 4 or Section 5 above. The Company shall have the right to supplement the Company Schedule prior to the Closing to reflect any and all events, circumstances or changes which arise or become known to the Company after the date hereof by delivery to Parent prior to the Closing Date of one or more supplements (each, a “Disclosure Supplement”). Each Disclosure Supplement shall be in writing and shall be delivered in accordance with the procedure set forth for notice in Section 11.7 below. If the existence of the matters set forth in any such Disclosure Supplements which were not disclosed at the time of signing of this Agreement (each a “New Matter”) would reasonably be expected (individually or collectively with all New Matters theretofore previously disclosed) to have a Company Material Adverse Effect, the disclosure of such New Matters shall give rise to a right on the part of the Parent to either (i) to terminate this Agreement or prior to the Closing Date (which shall not take place until the completion of the five (5) day period after disclosure of the New Matter), and (ii) to accept pursue any remedies available to them hereunder or to (iii) proceed with the Closing and be bound by Parent shall retain all rights hereunder with regard to the matters set forth in such supplement (in the event inaccuracy of the failure representations and warranties, if any, purportedly modified by any Disclosure Supplement, specifically including, for avoidance of Buyer doubt, the right to deliver a notice within ten claim indemnity for any breach of representations or warranties hereunder. If the New Matters would not reasonably be expected (10individually or collectively with all New Matters theretofore previously disclosed) Business Days, Buyer will be deemed to have accepted a Company Material Adverse Effect, the disclosure of such supplement). If Buyer chooses (or is deemed New Matters shall not give rise to have chosen) a right on the part of the Parent to accept terminate this Agreement; provided, however, that Parent shall retain all rights hereunder with regard to the inaccuracy of the representations and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii)warranties, then the Disclosure Schedules will be deemed to have been amended and/or if any, purportedly modified by any Disclosure Supplement, specifically including, for avoidance of doubt, the contents of such supplement for all purposes hereunder and the Buyer will not be entitled right to indemnification pursuant to Article 11 claim indemnity for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementrepresentations or warranties hereunder.

Notice of Developments. If Seller determines that The Purchaser shall promptly notify the Sellers of the occurrence or non-occurrence of any factfact or event which would be reasonably likely to cause any condition set forth in Section 2.6 not to be satisfied. The Sellers shall promptly notify the Purchaser of the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Section 2.5 not to be satisfied. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties Article III, circumstanceArticle IV and Article V. In this regard, event each of the Company and the Sellers may, on two (2) occasions no later than three (3) Business Days prior to the Closing, supplement or condition in existence as of or amend the Seller’s Disclosure Schedule with respect to any matter arising after the date of this Agreement necessitates either a change Agreement, which, if existing as of the date of this Agreement, would have been required to be set forth or described in its Disclosure Schedules such Party’s schedules in order to make any representation or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement set forth in this Agreement true and correct as of such date. Any such amendment or its Disclosure Schedule that was or becomes inaccurate, then. (a) if supplement to the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Sellers’ Disclosure Schedules will shall be deemed to have been amended and/or modified by made on and as of the contents of such supplement Effective Date for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within hereunder. Within ten (10) Business Days following its of Purchaser’s receipt of any such supplement, Buyer will provide written notice amendment or supplement to the Seller indicating Sellers’ Disclosure Schedules, the Purchaser shall notify Sellers in writing of its determination of whether Buyer chooses (i) such amendment or supplement to terminate this Agreement the Sellers’ Disclosure Schedules would constitute a Material Adverse Change for purposes of Section 2.5(g). In the event that the Purchaser determines that such amendment or (ii) supplement to accept and be bound by the matters set forth Sellers’ Disclosure Schedules does not constitute a Material Adverse Change for purposes of Section 2.5(g), elects to waive such closing condition with respect to such amendment or supplement to the Sellers’ Disclosure Schedules or the Purchaser fails to deliver such notice within the required time period, Purchaser shall not have the right to or a claim for indemnification under Article VII with respect to such amendment or supplement to the Sellers’ Disclosure Schedules. Not in such limitation of the rights of the Purchaser to determine whether an amendment or supplement to Sellers’ Disclosure Schedules constitutes a Material Adverse Change, it is agreed that any amendment or supplement (or any amendment or supplement which when combined with any prior amendment or supplement) that discloses Liabilities or Damages in the event of aggregate or reductions in payments to the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will Company by more than $250,000 shall be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) be a Material Adverse Change unless Purchaser, in its sole discretion, shall agree in writing to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation amendment or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement.

Notice of Developments. If Except as may be prohibited by Law, by the terms of any Contract or under any confidentiality agreement, the Seller determines that will give prompt written notice to the Buyer of any factmaterial development affecting the Purchased Assets and Assumed Liabilities. Each Party will give prompt written notice to the other of any material development affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or any of the Ancillary Documents to which it is a party. During the period between the date of this Agreement and the Closing, circumstance, event the Seller will give prompt written notice to the Buyer if Seller becomes aware of any fact or condition in existence that causes or constitutes a breach of any of the 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 necessitates either of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty as of the Closing Date. Should any such fact or condition require any change in its the Disclosure Schedules if the Disclosure Schedules were dated the date of the occurrence or discovery of any such fact or condition, the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to the Buyer a proposed supplement to its the Disclosure Schedules (the “Supplement”) specifying such change or adding such new Disclosure Schedule at change. The rights and obligations of the Buyer and the Seller with respect to any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then.Supplement will be as follows: (a) if the Seller and the Buyer jointly agree that the matters disclosed to the Buyer in such supplement the Supplement, individually or in the aggregate with all matters disclosed in prior Supplements, would not result in the failure of the condition set forth in Section 7.1(a9.1(a) to occurbe satisfied, then the Disclosure Schedules Buyer and Parent will be deemed to have been amended and/or modified bound by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have Supplement as though the matters disclosed therein had been cured included in the Disclosure Schedules as originally delivered by virtue of the disclosure contained in such supplement; orSeller; (b) if the matters disclosed in the supplement Supplement, individually or in the aggregate with all matters disclosed in prior Supplements, would result in the failure of the condition set forth in Section 7.1(a9.1(a) to occurbe satisfied, then within ten the Buyer will have five (105) Business Days days following its receipt of such supplement, Buyer will provide written notice Supplement to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (Supplement, as though the matters disclosed therein had been included in the event of Disclosure Schedules as originally delivered by the failure of Buyer Sellers, or (ii) at the Buyer’s option, terminate this Agreement by written notice to deliver a notice within ten the Seller given during such five (105) Business Daysday period, provided that if Buyer does not so terminate this Agreement during such five (5) Business day period, Buyer and Parent will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and shall be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii)Supplement as set forth in (i) herein; and (c) for purposes of determining whether the Seller has breached its representations and warranties, then matters set forth in any Supplement will have the same status as other matters set forth in the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder Schedules, and if the Buyer and Parent consummate the transactions contemplated hereby after receiving such Supplement neither the Buyer, nor Parent nor any other Buyer Indemnified Parties will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue was the subject of such Supplement. Nothing in this Agreement, including this Section 6.5, will imply that the disclosure contained in such supplementSeller is making any representation or warranty as of any date other than the date of this Agreement and the Closing Date.

Notice of Developments. If Seller determines that (a) Solely for purposes of determining whether the Buyer or the Buyer Subsidiary is entitled to monetary contractual damages as a result of a breach of any fact, circumstance, event representation or condition warranty of the Company set forth in existence as of or after the date Article 5 of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none)Agreement, Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule if at any time prior to the Closing. To Closing the extent Company becomes aware of any information disclosed by Seller resulting from or related to facts, circumstances or developments that occur after the date hereof ("Subsequent Events"), which should be added to, deducted from or otherwise reflected in a change to, any disclosure previously made in this Agreement or any Schedule in order that any such representation or warranty of the Company shall not be inaccurate or incomplete, the Company shall have the right to give prompt written notice to Buyer of such Subsequent Events, and may amend any Schedule to make such addition, deletion or change, provided that such notice must specifically reference this Section 6.8 and must clearly identify the Subsequent Event and representation or warranty so amended. A notice given pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will 6.8 shall be deemed to have been amended and/or modified by the contents applicable representations and warranties of the Company contained in this Agreement and the Schedules as of the date such supplement for all purposes hereunder and Buyer will notice is provided to the Buyer. The failure to have reflected the facts, circumstances or developments constituting the Subsequent Event at the time of execution of this Agreement shall not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue constituted a breach of any such representation or warranty when originally made and the Company shall have no Liability to the Buyer or the Buyer Subsidiary for monetary contractual damages with respect thereto. Notwithstanding the foregoing, nothing in this Section 6.8 or otherwise shall permit the Company to update any of its representations and warranties (or any related Schedule) contained in this Agreement after the date hereof for purposes of curing any failure of a closing condition or curing any termination right that has arisen as a result of a breach of the disclosure Company's representations and warranties contained in such supplement; orthis Agreement. (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide The Company shall give prompt written notice to the Seller indicating whether Buyer chooses (i) of the occurrence of any development known to terminate this Agreement it that has had or (ii) is reasonably expected to accept and be bound by have a Material Adverse Effect or has caused or is reasonably expected to cause a failure to satisfy any of the matters conditions set forth in such supplement Article 7. (in c) The Buyer shall give prompt written notice to the event Company of the failure occurrence of Buyer any development known to deliver a notice within ten (10) Business Days, Buyer will be deemed it or its Representatives that has had or is reasonably expected to have accepted such supplement). If Buyer chooses (a Material Adverse Effect or has caused or is deemed reasonably expected to have chosen) cause a failure to accept and be bound by satisfy any of the matters conditions set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement7.

Notice of Developments. If Seller determines that any fact(a) Prior to the Closing Date, circumstanceeach of the parties hereto shall promptly notify the other in writing of all events, event circumstances, facts and occurrences, whether arising prior to or condition in existence as of or after subsequent to the date of this Agreement, that will or are reasonably likely to result in any breach of a representation or warranty or covenant made by the notifying party in this Agreement necessitates either a or in any failure to be satisfied of any condition to the obligations of the party receiving such notice under this Agreement. (b) Should any event, circumstance, fact or occurrence relating to events after the date hereof require any change in its Disclosure Schedules to any Schedule provided by the Company or the addition of a new Disclosure Schedule (where previously there was none)Operating Subsidiaries hereunder, Seller may the Company and the Operating Subsidiaries shall promptly deliver to Buyer Acquiror a supplement to its Disclosure Schedules such Schedule (a "Schedule Supplement") specifying such change or adding change. Upon receipt of any such new Disclosure Schedule at Supplement, Acquiror shall have ten (10) days from delivery of each such Schedule Supplement (each, a "Supplement Review Period") to review the contents of and disclosures in each such Schedule Supplement and to request and receive any additional information from the Company and the Operating Subsidiaries relating to the contents and disclosures contained in such Schedule Supplement. At any time prior through and including the Supplement Review Period, Acquiror shall have the right to notify the ClosingCompany and the Operating Subsidiaries whether it elects to proceed with the transactions contemplated by this Agreement, or to terminate this Agreement. To In the extent any information disclosed event Acquiror elects to terminate this Agreement, the provisions of Article VII ----------- shall govern and apply for all purposes. The termination of this Agreement by Seller Acquiror pursuant to this Section 8.6 corrects 4.6(b) as a representation, result of receipt of any such Schedule Supplement which would cause a representation -------------- or warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) Company or the Operating Subsidiaries to occur, then the Disclosure Schedules will become untrue shall not be or be deemed to have been amended and/or modified by the contents be a termination of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by which the matters set forth in such supplement (in the event provisions of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplementSection 7.3(a). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if From the matters disclosed date hereof until the Closing Date, (i) the Company will promptly notify Buyer and Merger Sub in writing of any material variances from the representations and warranties contained in ARTICLE V that would reasonably be expected to Buyer in such supplement would not result in the failure of cause the condition set forth in Section 7.1(a) 9.01 not to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of satisfied and expressly stating that such supplement for all purposes hereunder and Buyer will condition may not be entitled to indemnification pursuant to Article 11 for satisfied and (ii) Arsenal Blocker Seller will promptly notify Buyer and Merger Sub of any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of material variances from the disclosure representations and warranties contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of Section 4.02 that would reasonably be expected to cause the condition set forth in Section 7.1(a9.01 not to be satisfied and expressly stating that such condition may not be satisfied; provided that, in each case, failure to provide such notice shall not be deemed a breach of this Section except to the extent Buyer is materially prejudiced by such failure; provided further that if the Company or Arsenal Blocker Seller, as appropriate, provides notice to Buyer that Buyer is permitted to terminate this Agreement pursuant to Section 13.01(b)(i) then Buyer may deliver a notice of termination with respect to occur, then such matter as contemplated by Section 13.01(b)(i). If Buyer does not deliver such notice of termination within ten (10) Business Days following its after the receipt by Buyer of such supplementnotification, then Buyer will provide written notice be deemed to the Seller indicating whether Buyer chooses (i) have waived any and all rights to terminate this Agreement pursuant to Section 13.01(b)(i) or otherwise arising out of or relating to the contents of such notification and the resulting breach or breaches of the applicable representations and warranties in this Agreement. (iib) From the date hereof until the Closing Date, Buyer will promptly notify the Company and the Representative in writing of any material variances from the representations and warranties contained in Section 4.01 that would reasonably be expected to accept and be bound by cause the matters condition set forth in Section 10.01 not to be satisfied and expressly stating that such supplement (in condition may not be satisfied; provided that failure to provide such notice shall not be deemed a breach of this Section except to the event of extent the failure of Company or Arsenal Blocker Seller is materially prejudiced by such failure; provided further that if Buyer provides notice to the Company and Representative that the Company and the Representative are permitted to terminate this Agreement pursuant to Section 13.01(c)(i) then the Company or the Representative may deliver a notice of termination with respect to such matter as contemplated by Section 13.01(c)(i). If the Company or the Representative do not deliver such notice of termination within ten (10) Business DaysDays after the receipt by the Company and the Representative of such notification, Buyer then the Company and the Representative will be deemed to have accepted such supplement). If Buyer chooses (or is deemed waived any and all rights to have chosen) to accept and be bound by the matters set forth in such supplement terminate this Agreement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed 13.01(c)(i) or otherwise arising out of or relating to have been amended and/or modified by the contents of such supplement for all purposes hereunder notification and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation resulting breach or breach of warranty that may be deemed to have been cured by virtue breaches of the disclosure contained applicable representations and warranties in such supplementthis Agreement.

Notice of Developments. If Seller determines shall promptly inform Buyer in writing of any event that would render any fact, circumstance, event of the representations and warranties contained in Section 6 above inaccurate or condition incomplete in existence as any respect or any breach of any covenant or after the date obligation of Seller contained in this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying Section 11. No such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed disclosure by Seller pursuant to this Section 8.6 corrects a representation11.6, however, shall be deemed to cure any breach of any representation or warranty or statement covenant contained herein except to the extent specifically provided for in the following two sentences. From time to time commencing on the date of this Agreement and until the Closing Date, Seller shall, only with respect to any matter hereafter arising (promptly after discovery thereof) which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the disclosure Schedules with respect to any of the representations or warranties set forth in Section 6 of this Agreement, deliver to Buyer (in accordance with Section 14.2 and prominently labeled “Schedule Supplement”) written notice of any event or development (promptly after discovery thereof) that would render any statement, representation or warranty of the Seller in this Agreement Agreement, including the Schedules attached hereto, inaccurate or its Disclosure incomplete in any respect (each a “Schedule Supplement”); provided that was or becomes inaccurate, then. (a) if each such Schedule Supplement shall be detailed with a level of specificity that is consistent with other disclosures on the matters disclosed Schedules attached hereto to Buyer in such supplement would not result in the failure reasonable satisfaction of Buyer. For purposes of determining representations and warranties were accurate for purposes of satisfaction of the condition set forth in Section 7.1(a) to occur, then 9.1 the Disclosure Schedules will delivered by Seller hereunder shall be deemed to have been amended and/or modified by the contents exclude any information contained in any such Schedule Supplement (such that no Schedule Supplement item shall cure a breach for purposes of Section 9.1; provided, however, that if Seller acknowledges in writing that as a result of such supplement for all purposes hereunder Schedule Supplement that Buyer could terminate this Agreement pursuant to Section 13(a)(vi), then if and to the extent Buyer will waives its right to terminate the Agreement arising out of such Schedule Supplement, following the Closing the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Article 11 for Section 12 with respect to any misrepresentation or breach of warranty that may be deemed to have been cured by virtue Losses arising out of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplementSchedule Supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement.

Notice of Developments. If Seller determines During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (a) any material variances from the representations and warranties contained in ARTICLE IV, (b) any other fact or event that could cause or constitute a material breach of any covenant made by the Company in this Agreement or (c) any other circumstance that, to the Knowledge of the Company, would cause any condition set forth in Section 8.2(a), (b) or (c) not to be satisfied; provided that, except as set forth below in this Section 6.8, no disclosure by the Company pursuant to this Section 6.8 shall be deemed to amend or supplement the Company Disclosure Schedule, to prevent or cure any misrepresentation, breach of warranty or breach of covenant or to affect the rights of Parent under this Agreement. The Company shall have the right, after determining that any fact, circumstance, event situation or condition development causes any of the representations and warranties set forth in existence as of ARTICLE IV to be inaccurate but prior to the Closing Date, to deliver to Parent written supplements to the Company Disclosure Schedule disclosing the same, which written supplements shall specify whether such fact, circumstance, situation or development involves a matter which occurred prior to or after the date hereof. The disclosure of this Agreement necessitates either a change any such fact, circumstance, situation or development shall be deemed to have been provided to Parent solely for informational purposes and shall not in its Disclosure Schedules any way affect the conditions precedent to the Parent’s obligation to consummate the Contemplated Transactions set forth in Section 8.2 or the addition determination of whether there is a new Disclosure Schedule (where previously there was none), Seller may deliver breach of representation or warranty contained in ARTICLE IV for purposes of the indemnification to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to be provided by the Closing. To the extent any information disclosed by Seller Participating Securityholders pursuant to this Section 8.6 corrects a representationARTICLE X; provided, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccuratehowever, then.that (ai) if any such disclosure pertains to a material matter that came into existence or occurred after the matters disclosed to Buyer in date hereof, and such supplement matter would not result in the failure of the condition set forth in Section 7.1(a8.2(a) to occurbe satisfied, and the Parent waives, in its sole and absolute discretion, such failure or proceeds to consummate the Closing (which shall be deemed to constitute such a waiver by Parent), then the Disclosure Schedules will such disclosure shall be deemed to have qualified any representation and warranty contained in ARTICLE IV to which it expressly relates for purposes of determining whether there has been amended and/or modified a breach of such representation or warranty for purposes of the indemnification to be provided by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification Participating Securityholders pursuant to Article 11 for any misrepresentation or breach of warranty ARTICLE X, other than Parent’s right to claim that may be deemed to have been cured by virtue of the disclosure contained in such supplementCompany willfully breached this Agreement with respect thereto; or and (bii) if any such disclosure pertains to a matter that came into existence or occurred after the matters disclosed in the supplement date hereof that is not material, then, regardless of whether such matter would result in the failure of the condition set forth in Section 7.1(aSections 8.2(a) or 8.2(d) to occurbe satisfied, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will disclosure shall not be deemed to have accepted such supplement). If Buyer chooses (qualified any representation or is deemed to have chosen) to accept warranty contained in ARTICLE IV and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will Parent shall not be deemed to have been amended and/or modified by the contents waived any of its rights or remedies with respect to a breach of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation representation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementwarranty.

Notice of Developments. If Seller determines that any fact(a) Each party shall promptly notify the other party in writing of all events, circumstancecircumstances, event or condition in existence as of or after facts and occurrences arising subsequent to the date of this Agreement necessitates either a change that could result in its Disclosure Schedules or the addition any material breach of a new Disclosure Schedule representation or warranty by or covenant of such party in this Agreement or that could have the effect of making any representation or warranty by such party in this Agreement untrue or incorrect in any material respect. (where previously there was none)b) Each party shall, Seller may deliver in each case as soon as possible upon becoming aware, from time to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To Closing Date, supplement in writing the Schedules hereto with respect to any event, circumstance, fact or occurrence hereafter arising that, if existing as of the date of this Agreement, would have been required to be set forth or described in the Schedules; provided, however, that (i) except as and to the extent provided in this Section 5.9(b), none of such disclosures shall be deemed to modify, amend or supplement the representations and warranties by such party or the Schedules for the purposes of this Agreement, unless the other party shall have consented thereto in writing and (ii) upon consummation of the Closing, regardless of any other provisions of this Section 5.9, such disclosures shall automatically be deemed to modify the Schedules for all purposes, including for purposes of Article 9 hereof. The party receiving such supplemented Schedules must notify the party that has supplemented the Schedules within twenty-one (21) days of receipt of such supplemented Schedules whether the supplemental information disclosed by Seller therein, taken together with all other supplemental information provided pursuant to this Section 8.6 corrects 5.9(b), constitutes facts or circumstances giving rise to a representation, warranty Material Adverse Effect or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed otherwise giving rise to Buyer in such supplement would not result in the a failure of the condition set forth in Section 7.1(a6.1 or Section 7.1 hereto, as the case may be. If no such notice is given within such twenty-one (21) to occurBusiness Day period, then the Disclosure Schedules will such disclosure shall be deemed to modify, amend or supplement the representations and warranties by such party and the Schedules and to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for cured any misrepresentation or breach of any representation or warranty that may might have existed by reason of the development. The supplementing party agrees to cooperate in good faith in timely providing complete and correct documents or other information reasonably necessary for the receiving party to have a basis for determining whether to deliver the notice referred to above. (c) Without limiting any other provision of this Agreement, subject to applicable Laws and the instructions of any Governmental Authority, the parties shall keep each other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by such party from any Governmental Authority or other Person with respect to the transactions contemplated by this Agreement. Each party shall give prompt notice to the other parties of any failure of any condition to such party's obligations to effect the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing, with respect to Schedules 3.19(a)(1) and 3.24, Parent shall provide Purchaser with up to date schedules of circuits leased by the Company in effect as of a date within three (3) Business Days of the Closing Date that shall be prepared in a manner consistent with Schedules 3.19(a) and 3.24 attached hereto. Such updated schedules shall indicate, among other things, those circuits leased by the Company to be retained by Parent as Retained Assets (that shall have the effect of amending Exhibit A hereto), which leased circuits shall be the responsibility of Parent following the Closing Date. The circuits noted on Attachment 3.19(a) to Schedule 3.19 (a) (1) shall identify (1) circuits to be retained by Parent as circuits that are used in or for the operation of the Parent's business as opposed to the operation of the Company's business and (2) circuits not to be retained by Parent as circuits that are used in or for the operation of the Company's business as opposed to the operation of the Parent's business in the same manner as currently identified on Attachment 3.19(a). Purchaser shall have the opportunity to review the updated schedules provided pursuant to this clause (d) and consult with Parent regarding thereto. Such updated schedules shall be deemed to have been cured by virtue of modify, amend and supplement Schedules 3.19(a) and 3.24 and Exhibit A hereto and the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept corresponding representations and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement warranties for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementthis Agreement.

Notice of Developments. If Seller determines (i) From time to time before the Closing, the Company may supplement the Disclosure Schedules to disclose any matter hereafter arising that, if existing or occurring at or before the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule, or that is necessary to correct any factinformation in the Disclosure Schedule that has become inaccurate after the date hereof. For avoidance of doubt, circumstance, event or condition in existence as of or the Company may only supplement the Disclosure Schedules to reflect matters arising after the date of this Agreement necessitates either Agreement. (ii) From time to time before the Closing, each Seller may supplement Annex I to disclose any matter hereafter arising that, if existing or occurring at or before the date of this Agreement, would have been required to be set forth or described in Annex I with respect to such Seller, or that is necessary to correct any information in Annex I that has become inaccurate after the date hereof. For avoidance of doubt, a change Seller may only supplement Annex I to reflect matters arising after the date of this Agreement. (iii) If any such supplements are provided to Buyer, Company may, in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none)sole discretion, Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) authorization to terminate this Agreement or (ii) to accept and be bound by as a result of the matters set forth in such supplement (supplements as are designated by Company in the event of the failure of Buyer to deliver a notice within ten (10) Business Dayssuch authorization. If such authorization is given, Buyer will may, by written notice to Company delivered prior to Closing terminate this Agreement, which termination shall be deemed to have accepted such supplementbe as a result of a failure of a condition in Section 7(a) or incorporated by reference in Section 7(d). If Buyer chooses (does not elect to terminate this Agreement as a result of such authorization and the Closing nevertheless occurs, then notwithstanding anything to the contrary in this Agreement, Buyer shall not be entitled to indemnification or is deemed to have chosen) to accept and be bound by the any other remedies in respect of such matter or matters set forth in such supplement designated supplements. (iv) If any such supplements are provided to Buyer and Company does not authorize Buyer to terminate this Agreement pursuant to Section 8.6(b)(ii)5(e)(iii) above with respect to any such supplements, then and the Disclosure Schedules Closing occurs, such supplements shall not affect the rights of Buyer to indemnification, or any other remedy, with respect to such matter or matters after the Closing to the extent provided in this Agreement. (v) Nothing contained in this Section 5 will affect the rights of Buyer to indemnification, or any other remedy, to the extent provided in this Agreement for any matter or matters not permitted to be the subject of a supplement under the terms of Section 5(i) or Section 5(ii) above. (vi) Buyer will give prompt notice to Company and Stockholders Representative of any breach of or inaccuracy in any representation or warranty of Company or any Seller promptly after becoming Known to Buyer other than any such breach or inaccuracy that is or could be the subject of a notice by another Party under the provisions of this Section 5. Such notice shall be deemed not to have been amended and/or modified constitute a supplement provided by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification Company or a Seller pursuant to Article 11 for any misrepresentation Section 5(e)(i) or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementSection (ii) above.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after From the date of this Agreement necessitates until the Closing Date, (i) the Company will give the Parent prompt written notice (a “Company Disclosure Supplement”) upon becoming aware of any event or circumstance occurring or arising either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to (and previously undisclosed) or after the Closing. To date hereof (such event or circumstances, occurring or arising after the extent date hereof, a “Company Post-Signing Supplement”) that would reasonably be expected to result in a breach of, or inaccuracy in, any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement of the Company’s representations and warranties set forth in this Agreement (as if such representation or its Disclosure Schedule warranty were given at the Closing except for representations and warranties that was are made as of a particular date) or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure a breach or nonfulfillment of any covenant or agreement of the condition Company set forth in Section 7.1(athis Agreement and (ii) the Parent will give the Company prompt written notice upon (a “Parent Disclosure Supplement”) becoming aware of any event or circumstance occurring or arising either prior to occur(and previously undisclosed) or after the date hereof (such event or circumstances, then occurring or arising after the Disclosure Schedules date hereof, a “Parent Post-Signing Supplement”) that would reasonably be expected to result in a breach of, or inaccuracy in, any of the Parent’s or the Merger Sub’s representations and warranties set forth in this Agreement (as if such representation or warranty were given at the Closing except for representations and warranties that are made as of a particular date) or a breach or nonfulfillment of any covenant or agreement of the Parent or the Merger Sub set forth in this Agreement; provided, however, that, subject to the following sentence, in each case, no such disclosure will be deemed to prevent or cure any such breach of, inaccuracy in or nonfulfillment of, amend or supplement any Disclosure Schedule to, or otherwise disclose any exception to, any of the representations, warranties, covenants and agreements set forth in this Agreement. In the event that no later than five (5) Business Days prior to the Closing Date (A) the Parent receives any Company Disclosure Supplement or Company Post-Signing Supplement that gives rise to a right to terminate this Agreement pursuant to Section 7(a)(iv) or (B) the Company receives any Parent Disclosure Supplement or Parent Post-Signing Supplement that gives rise to a right to terminate this Agreement pursuant to Section 7(a)(v), and such Person, as applicable, elects not to so terminate, such Person shall be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled waived its right to indemnification pursuant to Article 11 for any misrepresentation Section 8 relating to the matters expressly specified in such Company Disclosure Supplement, Company Post-Signing Supplement, Parent Disclosure Supplement or breach of warranty Parent Post-Signing Supplement, as applicable, and such Company Disclosure Supplement, Company Post-Signing Supplement Parent Disclosure Supplement or Parent Post-Signing Supplement, as applicable, shall be deemed to amend the Disclosure Schedules to this Agreement; provided, however, that may be no waiver shall deemed to have been cured by virtue made with respect to any claims that arise from or are the subject of the disclosure contained matters that are not expressly specified in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occurCompany Disclosure Supplement, then within ten (10) Business Days following its receipt of such supplementCompany Post-Signing Supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement Parent Disclosure Supplement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business DaysParent Post-Signing Supplement, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementas applicable.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior The Target will give prompt written notice to the ClosingBuyer of any event, circumstance or fact which could reasonably be expected to result in a breach of any of the representations and warranties in Section 4 hereof. To Each Party will give prompt written notice to the extent others of any information disclosed event, circumstance or fact which could reasonably be expected to result in a breach of any of his, her or its own representations and warranties in Section 3 hereof. No disclosure by Seller any Party pursuant to this Section 8.6 corrects a representation5(f), warranty however, shall be deemed to amend or statement supplement any Schedule referred to in this Agreement or its Disclosure Schedule that was to prevent or becomes inaccuratecure any misrepresentation, then. breach of warranty, or breach of covenant or otherwise affect the remedies available hereunder. In the event the Target or the Sellers discover any matter which would cause any of the representations and warranties made in Section 4 herein to become inaccurate or untrue in any material respect, or in the event any developments should occur between the date hereof and the Closing Date which cause any such representation or warranty to be come untrue or inaccurate in any material respect, then the Target shall supplement such representations and warranties (aand related Schedules) if to disclose such discovery or development, and shall notify the matters disclosed Buyer of the proposed change to the representations and warranties (and related Schedules) in accordance with the notice provisions of Section 12(h) hereof. If requested in writing by the Buyer within ten days of notice of the proposed change, the Sellers' Agent shall meet and discuss any such proposed change with representatives of the Buyer. If the Buyer and Sellers' Agent cannot resolve any differences regarding the proposed change within a reasonable period of time (not to exceed ten (10) days), and the discovery or development described in such supplement the Target's notice would not result in a material adverse effect on the failure of the condition set forth in Section 7.1(a) to occurTarget, then the Disclosure Schedules will discovery or development described in such notice shall be deemed to have been amended and/or modified by the contents be incorporated into and become a part of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue this Agreement as of the disclosure contained in such supplement; or date hereof. If the parties cannot resolve any differences regarding the proposed change within a reasonable period of time (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) not to occur, then within exceed ten (10) Business Days following its receipt days), and the discovery or development described in the Target's notice would result in a material adverse effect on the Target, this Agreement shall continue in full force and effect without incorporation of disclosure of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement discovery or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementdevelopment.

Notice of Developments. If Seller determines that any fact(a) From the date hereof until the Closing, circumstanceSellers shall promptly notify Buyer in writing of (i) all events, event or condition in existence as circumstances, facts and occurrences of which Sellers have Knowledge arising on or after the date hereof that have resulted, will result or could reasonably be expected to result in a Breach of a representation or warranty or covenant of Sellers in this Agreement necessitates either a change or that have made or will or could reasonably be expected to make any representation or warranty of Sellers in its Disclosure Schedules this Agreement untrue or incorrect in any respect, (ii) the occurrence of any event that might make the satisfaction of the conditions set forth in Section 8.02 impossible or unlikely to be satisfied and (iii) all other material developments affecting the assets, properties, Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of Dunellen or CTC or the addition of Business (any such development, event, or circumstance applicable to any Seller being referred to herein as a new Disclosure “New Development”). If any such event, circumstance, fact or occurrence should have been (or should be) included on any Schedule (where previously there was none)attached hereto, Seller may Sellers shall promptly deliver to Buyer a supplement to its Disclosure Schedules such Schedule specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, thenchange. (ab) Upon Buyer’s receipt of notice of a New Development (a “New Development Notice”), Buyer may elect to: (i) terminate this Agreement without liability to any party hereto; (ii) proceed to consummate the Closing in accordance with the terms and conditions of this Agreement, and if the matters disclosed to Closing occurs, Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will shall be deemed to have been amended and/or modified by waived any and all indemnification claims with respect to the contents of such supplement for all purposes hereunder and Buyer will not be entitled New Development(s), notwithstanding anything herein to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementcontrary; or (biii) if notify the matters disclosed Sellers that Buyer wishes to seek to negotiate in good faith an adjustment to the supplement result Purchase Price and/or other terms and conditions hereof, in which case the failure parties hereto shall negotiate in good faith for a period of seven (7) days with respect to an adjustment to the condition set forth Purchase Price and/or other terms and conditions hereof. If the parties hereto are unable to agree upon an adjustment to the Purchase Price and/or other terms and conditions hereof, the Buyer can elect to proceed in accordance with clause (i) or (ii) of this Section 7.1(a5.04(b). (c) Any election by the Buyer under Section 5.04(b) shall be made pursuant to occur, then written notice furnished by the Buyer to the Sellers within ten (10) Business Days following its days of the Buyer’s receipt of such supplementnotice of the New Development, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event case of an election under the failure last sentence of Buyer to deliver a notice clause (iii) of Section 5.04(b), within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by days following the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue expiration of the disclosure contained seven (7) day period referenced in such supplementclause (iii) of Section 5.04(b).

Notice of Developments. (a) If Seller determines or Buyer becomes aware prior to Closing of any fact or condition that may constitute a material breach of any factrepresentation or warranty of either Party or may constitute a material breach of any representation or warranty of either Party if such representation or warranty were made on the date of the occurrence or discovery of such fact or condition or on the Closing Date, circumstance, then the Party that becomes aware of such fact or condition will promptly notify the other Party of such fact or condition. (b) If any event or condition in existence as of or matter arises after the date of this Agreement necessitates either a change that, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by Seller in its Disclosure Schedules or the addition of a new Disclosure Schedule or (where previously there was none)ii) would have caused a representation or warranty in ARTICLE III to be violated as of such date, then Seller may shall promptly deliver to Buyer a revised copy of the Disclosure Schedule updated, amended, or otherwise supplemented to reflect such event or matter; provided, however, that no update, amendment or supplement to its Disclosure Schedules specifying such change or adding such new the Disclosure Schedule at may be made for other than informational purposes unless Buyer agrees in writing to include such update, amendment, or supplement as a revised Disclosure Schedule; provided further, however, that if Buyer so agrees to revise the Disclosure Schedule for any time prior such update, amendment, or supplement, such agreement shall operate as a waiver of any claim under ARTICLE VIII or otherwise by Buyer with respect to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty item or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters items set forth in such update, amendment, or supplement. All references herein to the Disclosure Schedule shall, after any such update, amendment, or supplement (to which Buyer has agreed as provided above, include the Disclosure Schedule as so updated, amended, or supplemented. In the event that Buyer does not agree to revise the Disclosure Schedule, Seller may proceed to negotiate in good faith with Buyer an adjustment to the Initial Purchase Price, or other applicable provisions of this Agreement, and, if such negotiations fail, terminate this Agreement without additional liability. It is anticipated that certain sections of the Disclosure Schedule will routinely require updating and supplementation between the date hereof and the Closing Date, and so long as such updating or supplementation reflects events or matters arising after the date of this Agreement in the event Ordinary Course of Business, and which are not reasonably anticipated to result in a Material Adverse Effect, Buyer shall not unreasonably withhold or delay agreement to such updating or supplementation of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementSchedule.

Notice of Developments. If (a) During the Interim Period, the Seller determines shall notify the Buyer in writing or shall procure that the Committee Members designated by Seller shall notify the Committee Members designated by the Buyer in writing promptly if the Seller becomes aware of any fact, circumstance, event or condition in existence as of or after the date of this Agreement necessitates circumstance either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time i) originating prior to the Closing. To Signing Date that in the extent reasonable opinion of the Seller constitutes a breach of the Warranties given on the Signing Date (any information disclosed such disclosure referred to in (i), a “Potential Breach Disclosure”) or (ii) that has occurred since the Signing Date and that in the reasonable opinion of the Seller would, if subsisting on the Completion Date, constitute a breach of the Warranties deemed to be given by the Seller pursuant immediately before the time of Completion and/or constitutes a Material Adverse Effect (any such disclosure referred to this Section 8.6 corrects a representationin (ii), warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, thenan “Interim Period Disclosure”). (ab) if the matters disclosed to Buyer in such supplement would not result in the failure Each Potential Breach Disclosure and Interim Period Disclosure shall include a reasonably detailed description of the condition set forth relevant event or circumstance and the Seller’s reasonable estimate as to the consequences of such event or circumstance on the Group or either Party hereto (including a reasonable estimate of any Losses that may be suffered by the Group or either Party hereto). (c) No later than 10 Business Days from the receipt of any Interim Period Disclosure, the Buyer shall notify the Seller in Section 7.1(awriting whether or not it considers that the Interim Period Disclosure is material and, as a result, if Completion occurs, the Buyer wishes to recover against the Seller for breach of the Warranties given immediately prior to Completion (any such notice, a “Material Breach Notice”). (d) In the event that the Buyer shall deliver to occurthe Seller a Material Breach Notice, then the Seller shall use its reasonable endeavours to cure the underlying event or circumstance or its effects (to the extent they are capable of cure) during a period of 20 Business Days following such notification. On or prior to the expiry of such 20 Business Day period, the Seller shall provide the Buyer with written notice of either its cure or its failure to cure the underlying event or circumstance and/or its effects (an “Update Notice”). If the underlying event or circumstance and/or its effects have not been cured, then the Seller shall have the right to terminate this Agreement by so stating in the Update Notice. (e) Unless the Buyer has issued a Material Breach Notice in accordance with Clause 10.4(c) with respect to any Interim Period Disclosure, then to the extent that the Interim Period Disclosure Schedules will shall have complied with the requirements of Clause 10.4(b), such Interim Period Disclosure shall be deemed to have been amended and/or modified the Disclosure Letter, to have qualified the Warranties deemed to be given by the contents Seller immediately before Completion and to have cured any breach of Warranty that otherwise might have existed hereunder by reason of such supplement for all purposes hereunder and event or circumstance. (f) For the avoidance of doubt, absent any agreement to the contrary by the Buyer, no Potential Breach Disclosure shall serve to excuse the Seller from liability under Clause 6.1. (g) If during the Interim Period the Buyer will not be entitled to indemnification becomes aware otherwise than as a result of a notification pursuant to Article 11 for Clause 10.4(a) of any misrepresentation event or breach of warranty circumstance that may constitutes or could reasonably be expected to result in a Material Adverse Effect, the Buyer shall notify the Seller thereof and the Parties shall thereafter follow the procedure set forth in Sub Clauses (d) and (e) above mutatis mutandis. For this purpose, the Buyer shall be deemed to have been cured by virtue be aware of the disclosure contained in such supplement; or (b) if the any matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice which are actually known to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementBuyer’s Awareness Persons.

Notice of Developments. If From the Original Agreement Date until the Closing Date, the Seller determines that will give the Buyer prompt written notice upon becoming aware of any factmaterial development affecting the Assets or the Business, circumstance, or any event or condition circumstance that could reasonably be expected to result in existence as a breach of, or inaccuracy in, any of the Seller’s representations and warranties; provided, however, that no such disclosure will be deemed to prevent or after the date of cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement necessitates either a change in its Disclosure Agreement. The Seller shall periodically update Schedules or the addition of a new Disclosure Schedule (where previously there was none2(c), 2(d), 2(e), 2(f), 2(g) and 2(l) through the Closing Date at such times as are reasonably requested by Buyer but in no event more frequently than bi-monthly and the Assets acquired at Closing shall include the Assets set forth on such updated Schedules. The Seller may will be entitled to deliver to the Buyer a supplement to its Disclosure the Schedules specifying such change or adding such new Disclosure Schedule at any time prior that discloses to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement reasonable detail any facts and circumstances arising after the Original Agreement Date that would not result in the failure constitute a breach of the condition representations and warranties set forth in Section 7.1(a) 8 as of the Original Agreement Date or the Closing Date. Notwithstanding anything herein to occurthe contrary, then to the Disclosure extent the delivery by Seller to Buyer of a supplement to the Schedules will be deemed discloses to have been amended and/or modified by the contents of such supplement for all purposes hereunder Buyer in reasonable detail any facts and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or circumstances arising after the Original Agreement Date that would constitute a breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition representations and warranties set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt 8 as of such supplementthe Original Agreement Date or the Closing Date, Buyer will provide written notice not enforce its right to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept indemnification for breaches of representations and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement warranties pursuant to Section 8.6(b)(ii19(a), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement.

Notice of Developments. If The Seller determines that will give prompt written notice to the Buyer of any fact, circumstance, event material development affecting the Business. Each Party will give prompt written notice to the other of any material development affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or condition in existence as any of or after the Ancillary Documents. During the period between the date of this Agreement necessitates either a change in its and the Closing, the Seller shall be entitled to update the Disclosure Schedules to the extent information contained therein becomes untrue or incomplete or inaccurate after the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver date hereof due to Buyer a supplement events occurring after the date hereof; provided that if any such update to its the Disclosure Schedules specifying sets forth a matter which, absent such change update, would give rise to a breach of any representation or adding such new Disclosure Schedule at any time prior to warranty which would prevent the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure satisfaction of the condition to the obligations of the Buyer set forth in Section 7.1(a8.1(b), the Buyer shall have the right to terminate this Agreement by delivering to the Seller written notice of such termination within five (5) Business Days following delivery by the Seller of such update to occur, then the Disclosure Schedules will Schedules, with such right to terminate being the Buyer’s sole remedy with respect to any update to the Disclosure Schedules. If the Buyer does not properly exercise such termination right within five (5) Business Days following delivery by the Seller of such update to the Disclosure Schedules, the Buyer shall be deemed to have waived such right to terminate this Agreement and any such update shall be deemed to have been amended and/or modified accepted by the contents of such supplement for all purposes hereunder Buyer, to have amended the Disclosure Schedules, to have qualified the relevant representations and Buyer will not be entitled warranties contained in Article IV and to indemnification pursuant to Article 11 for have cured any misrepresentation or breach of representation or warranty that may be deemed to otherwise might have been cured existed hereunder by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt reason of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement subsequent event or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementcircumstance.

Notice of Developments. If Seller determines that Videocon d2h becomes aware prior to Closing of any factevent, circumstance, event fact or condition in existence as or nonoccurrence of any event, fact or after condition that may constitute a breach of any representation, warranty, covenant or agreement of Videocon d2h or may constitute a breach of any representation or warranty of Videocon d2h if such representation or warranty were made on the date of the occurrence or discovery of such event, fact or condition or on the Closing Date, then Videocon d2h will promptly provide SEAC with a written description of such fact or condition. From the date of this Agreement necessitates either a change until the Closing, Videocon d2h shall have the continuing obligation to promptly supplement the information contained in its the F-4 and the Disclosure Schedules Schedule with respect to any matter hereafter arising or discovered, which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in this Agreement, the F-4 or the addition Disclosure Schedule. If any such supplementation of a new this Agreement, the F-4 or the Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior pursuant to the Closing. To the extent any information disclosed by Seller pursuant to obligation in this Section 8.6 corrects a representation, 4.5 occurs and Videocon d2h provides SEAC with written notice thereof or any disclosure after the date hereof of the untruth of any representation or warranty or statement made in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification is made pursuant to Article 11 for any misrepresentation or breach written notice delivered by Videocon d2h to SEAC, SEAC shall have the option of warranty that may be deemed to have been cured either (A) terminating this Agreement by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide delivering a written notice to the Seller indicating whether Buyer chooses Videocon d2h, (iB) accepting such supplemented Agreement, F-4 and/or additional disclosure, as applicable, by delivering a written notice to terminate this Agreement or (ii) to accept and be bound by the matters set forth Videocon d2h in which event such supplement (in the event supplementation and/or additional disclosure shall operate as a cure of the failure to disclose the information, or a cure of Buyer the breach of any representation or warranty made herein (and all such supplementation and/or additional disclosure accepted by SEAC would be exceptions to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept the representations and be bound by warranties for the matters set forth in such supplement pursuant to Section 8.6(b)(iipurpose of Article 7), then or (C) negotiating and entering into with Videocon d2h an amendment to this Agreement acceptable to SEAC and Videocon d2h on such terms as they may agree including, inter alia, terms addressing the Disclosure Schedules will be deemed to have been amended and/or modified by impact of any amendments, updates or supplements of disclosure documents or schedules on the contents determination of such supplement any liability for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementrepresentations or warranties either at signing or at Closing.

Notice of Developments. If Seller determines Supplements to this Disclosure Schedule. To the extent Company has Knowledge of any change or development in respect of events occurring after the date hereof which would cause any of the representations and warranties in Article III above not to be true and correct, Company shall promptly (and in any event, within four (4) Business Days) notify Buyer in writing thereof. No such notification shall affect the representations or warranties of the Company, or the conditions to Buyer’s obligations hereunder. Notwithstanding any provision of this Agreement to the contrary, in connection with (i) an Excluded Issuance, (ii) a transaction otherwise prohibited pursuant to Section 5.3 to which Buyer consents in writing, (iii) the formation or financing of any Clinic Subsidiary in the ordinary course of business consistent with past practice or (iv) actions required to be taken pursuant to the Company Entities’ Organizational Documents or the Material Contracts, Company shall notify Buyer in writing (a “Schedule Supplement”) and, for the avoidance of doubt, such disclosure contained in any Schedule Supplement shall include all information that would be required to be set forth on the Disclosure Schedules with respect to any fact, circumstance, event such transaction or condition in existence as of matter and its consequences that would be required to be set forth had such transaction or after matter occurred prior to the date of this Agreement necessitates either a change in its and, with respect to the information contained therein, shall, subject to the proviso below, be deemed to amend the Disclosure Schedules for purposes of establishing whether or not the addition closing conditions set forth in Article VII have been satisfied and shall be deemed to amend the Disclosure Schedules for purposes of determining whether there has been a breach of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change representation or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure for purposes of the condition Sellers’ indemnification obligations set forth in Section 7.1(a) 11.2(a); provided, that notwithstanding the foregoing, such Schedule Supplement shall be given effect solely with respect to occursuch transaction or matter itself but not with respect to any consequences thereof to the extent such transaction or matter, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue whether as a result of the disclosure contained manner in such supplement; or (b) if the matters disclosed which it is carried out, documentation entered into in the supplement connection therewith, liabilities incurred in connection therewith or otherwise, would violate, or result in the failure a breach or inaccuracy of, any representation, warranty, covenant or agreement of the condition Company set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementAgreement.

Notice of Developments. If Seller determines that the Company or the Sellers become aware prior to Closing of any factevent, circumstance, event fact or condition in existence as or nonoccurrence of any event, fact or after condition that may constitute a breach of any representation, warranty, covenant or agreement of the Company or the Sellers or may constitute a breach of any representation or warranty of the Company or the Sellers if such representation or warranty were made on the date of the occurrence or discovery of such event, fact or condition or on the Closing Date, then the Company or the Seller Representative will promptly provide the Purchaser with a written description of such fact or condition. From the date of this Agreement necessitates either a change until the Closing, the Company and the Seller Representative shall have the continuing obligation to promptly supplement the information contained in its the Company Disclosure Schedules Schedule or Sellers Disclosure Schedule with respect to any matter hereafter arising or discovered, which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or the addition Sellers Disclosure Schedule. Neither the supplementation of a new the Company Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new the Sellers Disclosure Schedule at any time prior pursuant to the Closing. To the extent any information disclosed by Seller pursuant to obligation in this Section 8.6 corrects a representation, 6.07 nor any disclosure after the date hereof of the untruth of any representation or warranty or statement made in this Agreement shall operate as a cure of the failure to disclose the information, or its Disclosure Schedule that was a cure of the breach of any representation or becomes inaccuratewarranty made herein, then. (a) if but such supplementation or disclosure shall not give Purchaser the matters disclosed right to Buyer in such supplement terminate this Agreement unless the subject matter with respect thereto would not reasonably be expected to result in the a failure of to satisfy the condition set forth in Section 7.1(aSections 7.01(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents or 7.01(c); and determination of such supplement any liability for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty representations or warranties either at signing or at Closing shall be made without reference to any supplements and with reference only to the Company Disclosure Schedule or the Sellers Disclosure Schedule as they stand on the date of this Agreement; provided, that may be deemed if Purchaser determines to have been cured by virtue consummate the Closing of the transactions contemplated hereby and not terminate this Agreement following supplementation or disclosure contained of a fact, event, circumstance or condition (or the nonexistence thereof) that has resulted in such supplement; or (b) if the matters disclosed in the supplement result in the a failure of to satisfy the condition set forth in Section 7.1(aSections 7.01(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii7.01(c), then the Disclosure Schedules will be deemed Sellers shall have no indemnification or contribution obligations with respect to have been amended and/or modified by such fact, event, circumstance or condition (or the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation nonexistence thereof), whether under this Agreement or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementotherwise.

Notice of Developments. If Seller determines (a) Each of the Parties shall provide the other Parties with prompt written notice of any event that (i) would reasonably be expected to cause any of such Party’s representations and warranties to become materially untrue or misleading or which would affect its ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (iii) gives such party any reason to believe that any factof the conditions set forth in ARTICLE 6 would reasonably be expected not to be satisfied, circumstanceor (iv) is of a nature that is or would reasonably be expected to result in a Company Material Adverse Effect or a Buyer Material Adverse Effect. (b) Seller shall have the obligation to promptly supplement or amend the Company Disclosure Schedule being delivered concurrently with the execution of this Agreement with respect to any matter hereafter arising (of which it becomes aware) or discovered which, event if existing or condition in existence as of or after known at the date of this Agreement necessitates either a change Agreement, would have been required to be set forth or described in its Disclosure Schedules or the addition of a new Company Disclosure Schedule (where previously there was none)each, Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new “Company Disclosure Schedule at any time prior Supplement”). Such obligation of Seller to amend or supplement the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Company Disclosure Schedule that was or becomes inaccurate, then. (a) if shall terminate on the matters disclosed earlier to Buyer in such supplement would not result in the failure occur of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate the termination of this Agreement or (ii) the Closing Date. Seller shall promptly deliver such Company Disclosure Schedule Supplements to accept Buyer. Any such Company Disclosure Schedule Supplements shall not be deemed to amend or modify the representations and be bound warranties made by the matters Seller for purposes of Buyer’s closing conditions set forth in Section 6.1 or its rights to termination under Section 9.1 with respect to such supplement (in Company Disclosure Schedule Supplements, which conditions and termination rights shall be the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to same as would have accepted existed had such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Company Disclosure Schedules will be deemed to have Schedule Supplements not been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementdelivered.

Notice of Developments. (a) If at any time prior to Closing, Seller determines discovers (i) any facts that any fact, circumstance, event or condition in existence as of or after existed on the date of this Agreement necessitates either a change in its but were inadvertently omitted from the Disclosure Schedules or (ii) any matter, condition or occurrence hereafter arising, that if existing or occurring at or prior to the addition date of a new this Agreement, would, in the case of either (i) or (ii) above, have been required to be set forth or described in the Disclosure Schedules, Seller shall give prompt written notice thereof to Purchaser, in form and substance as would have been disclosed in each applicable Disclosure Schedule (where previously there was nonesuch notice of either (i) or (ii), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then“Subsequent Disclosure”). (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if In the matters disclosed in the supplement result in the failure event that Seller delivers to Purchaser a Subsequent Disclosure, Purchaser shall have a period of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to review the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by matter that is the matters set forth in such supplement (in the event subject of the failure Subsequent Disclosure, and the Closing shall not occur until such review has been completed to Purchaser’s reasonable satisfaction. Seller shall fully cooperate in providing relevant information, documentation and reasonable access to employees, consultants and other parties, as applicable, to permit Purchaser to review the matter that is the subject of Buyer the Subsequent Disclosure within such time period. If Purchaser does not reasonably object to deliver a notice Subsequent Disclosure within such ten (10) Business DaysDay period, Buyer such Subsequent Disclosure shall be considered to be part of the Disclosure Schedules in determining both satisfaction of the conditions to Purchaser’s obligations set forth in Article VI and Purchaser’s right to indemnification by Seller under Article IX. If Purchaser reasonably objects to a Subsequent Disclosure within such ten (10) Business Day period, such Subsequent Disclosure shall not be considered in determining either satisfaction of the conditions to Purchaser’s obligations set forth in Article VI or Purchaser’s right to indemnification by Seller under Article IX. (c) During the period from the date of this Agreement until Closing or the earlier termination of this Agreement in accordance with Section 8.1, in order to permit Seller to provide Subsequent Disclosures, in the event that Purchaser obtains actual Knowledge of an adverse development, fact, circumstance or event that causes any of the representations and warranties of Seller under Article III to be untrue or incorrect as of the date of this Agreement or as of Closing, Purchaser will give Seller prompt written notice thereof; provided, however, the Disclosure Schedules shall not be deemed amended or supplemented as a result thereof and provided further that Purchaser shall have no obligation to notify Seller hereunder and shall not be deemed to breach the covenant set forth in this Section 5.17(c) if Seller has Knowledge of such development, fact, circumstance or event. Seller shall have the right to provide Subsequent Disclosures with respect to matters as to which they receive notice from Purchaser pursuant to the foregoing. Purchaser shall have no obligation to assimilate or investigate facts, developments, circumstances or events (and shall not be deemed to have accepted assimilated or investigated any such supplement). If Buyer chooses (facts, developments, circumstances or is deemed to have chosenevents) to accept determine whether the representations and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents warranties of such supplement for all purposes hereunder Seller are not true and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementcorrect.

Notice of Developments. If Seller determines During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (a) any material variances from the representations and warranties contained in ARTICLE IV, (b) any other fact or event that could cause or constitute a material breach of any covenant made by the Company in this Agreement or (c) any other circumstance that, to the Knowledge of the Company, would cause any condition set forth in Section 8.2(a), (b), (c) or (d) not to be satisfied; provided that (i) the Original Disclosure Schedule shall for all purposes in this Agreement be deemed to be amended by and include the Updated Disclosure Schedule; and (ii) except as set forth below in this Section 6.8, no disclosure by the Company pursuant to this Section 6.8 shall be deemed to amend or supplement the Company Disclosure Schedule, to prevent or cure any misrepresentation, breach of warranty or breach of covenant or to affect the rights of Parent under this Agreement. The Company shall have the right, after determining that any fact, circumstance, event situation or condition development causes any of the representations and warranties set forth in existence as of ARTICLE IV to be inaccurate but prior to the Closing Date, to deliver to Parent written supplements to the Company Disclosure Schedule disclosing the same, which written supplements shall specify whether such fact, circumstance, situation or development involves a matter which occurred prior to or after the date hereof. Subject to the Curaleaf Release and the Updated Disclosure Schedule, the disclosure of this Agreement necessitates either a change any such fact, circumstance, situation or development shall be deemed to have been provided to Parent solely for informational purposes and shall not in its Disclosure Schedules any way affect the conditions precedent to the Parent’s obligation to consummate the Contemplated Transactions set forth in Section 8.2 or the addition determination of whether there is a new Disclosure Schedule (where previously there was none), Seller may deliver breach of representation or warranty contained in ARTICLE IV for purposes of the indemnification to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time prior to be provided by the Closing. To the extent any information disclosed by Seller Participating Securityholders pursuant to this Section 8.6 corrects a representationARTICLE X; provided, warranty or statement in this Agreement or its Disclosure Schedule however, that was or becomes inaccurate, then. (ai) if any such disclosure pertains to a material matter that came into existence or occurred after the matters disclosed to Buyer in Original Agreement Date, and such supplement matter would not result in the failure of the condition set forth in Section 7.1(a8.2(a) or 8.2(b) to occurbe satisfied, and the Parent waives, in its sole and absolute discretion, such failure or proceeds to consummate the Closing (which shall be deemed to constitute such a waiver by Parent), then the Disclosure Schedules will such disclosure shall be deemed to have qualified any representation and warranty contained in ARTICLE IV to which it expressly relates for purposes of determining whether there has been amended and/or modified a breach of such representation or warranty for purposes of the indemnification to be provided by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification Participating Securityholders pursuant to Article 11 for any misrepresentation or breach of warranty ARTICLE X, other than Parent’s right to claim that may be deemed to have been cured by virtue of the disclosure contained in such supplementCompany willfully breached this Agreement with respect thereto; or and (bii) if any such disclosure pertains to a matter that came into existence or occurred after the matters disclosed in the supplement Original Agreement Date that is not material, then, regardless of whether such matter would result in the failure of the condition set forth in Section 7.1(aSections 8.2(a), 8.2(b) or 8.2(e) to occurbe satisfied, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will disclosure shall not be deemed to have accepted such supplement). If Buyer chooses (qualified any representation or is deemed to have chosen) to accept warranty contained in ARTICLE IV and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will Parent shall not be deemed to have been amended and/or modified by the contents waived any of its rights or remedies with respect to a breach of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation representation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementwarranty.

Notice of Developments. If Seller determines that any fact(a) Prior to the Closing Date, circumstanceeach of the parties hereto shall promptly notify the other in writing of all events, event circumstances, facts and occurrences, whether arising prior to or condition in existence as of or after subsequent to the date of this Agreement, that will or are reasonably likely to result in any breach of a representation or warranty or covenant made by the notifying party in this Agreement necessitates either a or in any failure to be satisfied of any condition to the obligations of the party receiving such notice under this Agreement. (b) Should any event, circumstance, fact or occurrence relating to events after the date hereof require any change in its Disclosure Schedules to any Schedule provided by the Company or the addition of a new Disclosure Schedule (where previously there was none)Operating Subsidiaries hereunder, Seller may the Company and the Operating Subsidiaries shall promptly deliver to Buyer Acquiror a supplement to its Disclosure Schedules such Schedule (a "SCHEDULE SUPPLEMENT") specifying such change or adding change. Upon receipt of any such new Disclosure Schedule at Supplement, Acquiror shall have ten (10) days from delivery of each such Schedule Supplement (each, a "SUPPLEMENT REVIEW PERIOD") to review the contents of and disclosures in each such Schedule Supplement and to request and receive any additional information from the Company and the Operating Subsidiaries relating to the contents and disclosures contained in such Schedule Supplement. At any time prior through and including the Supplement Review Period, Acquiror shall have the right to notify the ClosingCompany and the Operating Subsidiaries whether it elects to proceed with the transactions contemplated by this Agreement, or to terminate this Agreement. To In the extent any information disclosed event Acquiror elects to terminate this Agreement, the provisions of Article VII shall govern and apply for all purposes. The termination of this Agreement by Seller Acquiror pursuant to this Section 8.6 corrects 4.6(b) as a representation, result of receipt of any such Schedule Supplement which would cause a representation or warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) Company or the Operating Subsidiaries to occur, then the Disclosure Schedules will become untrue shall not be or be deemed to have been amended and/or modified by be a termination of this Agreement to which the contents provisions of such supplement for all purposes hereunder and Buyer will Section 7.3(a) refers. In the event that Acquiror does not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) elect to terminate this Agreement or (iiduring the Supplement Review Period as a result of receiving any such Schedule Supplement, then Acquiror shall be prohibited from seeking indemnification under Section 8.2(a) with respect to accept and be bound by the matters set forth in such supplement (in the event specific breach of the failure representation and warranty resulting from the information included on such Schedule Supplement. Notwithstanding the foregoing, no delivery of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement any Schedule Supplement pursuant to this Section 8.6(b)(ii), then the Disclosure Schedules 4.6(b) will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for cure any misrepresentation or breach of any representation or warranty that may be deemed to have been cured by virtue of the disclosure Company or any Operating Subsidiary contained in this Agreement made as of the date hereof or otherwise limit or affect the remedies available hereunder to Acquiror with respect to such supplementbreach.

Notice of Developments. If Seller determines that Each of the Company and Buyer shall give prompt (but in any factevent within three (3) Business Days) notice to the other if any of the following occurs during the Pre-Closing Period: (a) any material breach of any material covenant or agreement of such Party hereunder; (b) any material breach or inaccuracy of any representation or warranty of such Party in this Agreement; (c) any assertion of appraisal rights by any Stockholder pursuant to Section 262 of the DGCL; or (d) the occurrence of any event that, circumstance, event or condition in existence as of or after had it occurred prior to the date of this Agreement necessitates without any additional disclosure hereunder, would have constituted a Material Adverse Effect or Buyer Material Adverse Effect; provided, however, that, if the Company becomes aware of any fact or condition that constitutes a material breach of any representation or warranty made in Article IV above, or if any fact or condition, either a currently existing or hereafter occurring, requires any material change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none)delivered to Buyer on the date hereof, Seller may the Company shall promptly thereafter deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new the Disclosure Schedule at specifying any time prior necessary change. Except as expressly provided below in this Section 6.12, such supplement shall not be deemed to amend the Disclosure Schedule or qualify the related representations and warranties of the Company herein. With respect to any item or matter that relates solely to actions, occurrences, facts, developments, events or Actions that (i) both arise and become known to the Closing. To Company after the extent any information disclosed by Seller pursuant date hereof and would have been required or permitted to this Section 8.6 corrects a representation, warranty be set forth or statement described in this Agreement or its the Disclosure Schedule that was had such matter existed as of the date hereof, (ii) does not arise from a breach of this Agreement, and (iii) does not reduce, alter or becomes inaccurateotherwise effect the rights of Buyer under the R&W Policy, then. (a) if the matters disclosed to Buyer item in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will shall be deemed to have been amended and/or modified by amend the contents Disclosure Schedule and qualify the representations and warranties of such supplement for all purposes hereunder and Buyer will the Company. Any other supplements to the Disclosure Schedule shall not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue amend the Disclosure Schedule, shall be made without effect to or qualification of any of the disclosure related representations and warranties of the Company contained in such supplement; or (b) if this Agreement, and shall have no effect on the matters disclosed in the supplement result in the failure right of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice to the Seller indicating whether Buyer chooses (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event right of the Buyer Indemnitees to seek indemnification; provided, however, for the avoidance of doubt, the failure of Buyer to deliver a provide such notice within ten (10) Business Days, Buyer will under this Section 6.12 shall not be deemed interpreted to have accepted such supplement). If Buyer chooses change (or is deemed to have chosenthe effect of changing) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation an inaccuracy or breach of a representation and warranty that may be deemed to have been cured by virtue into a breach of the disclosure contained in such supplementa covenant.

Notice of Developments. If Seller determines that any fact, circumstance, event or condition in existence as of or after (1) From the date of this Agreement necessitates either a change in its Disclosure Schedules or until the addition of a new Disclosure Schedule (where previously there was none)Closing Date, Seller may deliver shall, from time to time, provide Buyer with prompt written notice upon, and in any event within one (1) business day of, becoming aware of any facts, conditions, occurrences, changes and other matters that could reasonably be expected to cause a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at breach of any time prior to of the Closing. To the extent any information disclosed by representations and warranties of Seller pursuant to this contained in Section 8.6 corrects a representation, warranty or statement in 9(f) of this Agreement or its (each a “Seller Loan Disclosure Schedule that was or becomes inaccurate, thenUpdate”). (a2) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth in Section 7.1(a) to occur, No later then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; or fifteen (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (1015) Business Days following its receipt the date the applicable Seller Loan Disclosure Update was provided to Buyer and, with respect to any Seller Loan Disclosure Update provided fifteen (15) Business Days prior to the Closing Date, no later then the close of such supplementbusiness on the Business Day immediately preceding the Closing Date, Buyer will provide written may, in its sole and absolute discretion, notify Seller of its intention to exclude from the definition of “Loans,” and thereby the transactions contemplated by this Agreement, any and all Loans as to which such particular Seller Loan Disclosure Update, directly or indirectly, relates, impacts or is relevant to. Seller shall then have fourteen (14) calendar days following notice from Buyer (or such lesser period of time remaining between the receipt by Seller of notice from Buyer and the Business Day immediately preceding the Closing Date) to address those matters, if any, capable of being cured that are identified in the Seller Loan Disclosure Update such that thereafter they would not reasonably be expected to cause a breach . i) In Buyer’s reasonable judgment, if Seller adequately addresses said matters such that thereafter they would not reasonably be expected to cause a breach, then those Loan(s) to which the Seller Loan Disclosure Update in question relates shall not be removed from Schedule 4(a)(i) and therefore shall remain within the definition of “Loans,” which are to be acquired by Buyer pursuant to this Agreement. ii) In the event a Seller Loan Disclosure Update discloses matters not capable of being cured, or in Buyer’s reasonable judgment, if Seller does not adequately address a matter capable of being cured within the time period provided for above, then in Buyer’s sole and absolute discretion, Buyer may either (x) elect to acquire some or all of the Loans to which the Seller Loan Disclosure Update in question relates, or (y) remove such Loans from Schedule 4(a)(i), thereby removing them from the definition of “Loans,” which are to be acquired by Buyer pursuant to this Agreement, and make corresponding adjustments to the Purchase Price. (3) Unless the parties otherwise agree in writing, Seller indicating whether shall not deliver any Seller Loan Disclosure Updates to the Buyer chooses after the fifteenth (i) to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within ten (1015th) Business Days, Day prior to the Closing Date (the “Update Cut-Off Date”) and any such disclosure delivered to Buyer will following the Update Cut-Off Date shall not be deemed to have accepted such supplement). If Buyer chooses be a “Seller Loan Disclosure Update” for purposes of this Agreement. (or is deemed to have chosen4) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Seller Loan Disclosure Schedules will Updates shall not be deemed to have been amended and/or modified by be part of the contents Seller Disclosure Schedule for purposes of such supplement for all purposes hereunder and the Buyer will not be determining whether a breach of a representation or warranty has occurred or whether a party is entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementunder this Agreement.

Notice of Developments. If Seller determines that (a) The Companies and the Sellers shall give prompt written notice to the Purchaser of any fact, circumstance, event or condition in existence as of or development occurring after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any time hereof and prior to the Closing. To the extent Closing Date of which Seller obtains Knowledge that reasonably could be expected to cause any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would not result in the failure of the condition set forth representations and warranties in Section 7.1(a) Articles 3 or 4 to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue inaccurate as of the disclosure contained in such supplement; or (b) if date deemed given or the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer Closing Date. The Purchaser will provide give prompt written notice to the Seller indicating whether Buyer chooses of (i) any development occurring after the date hereof and prior to terminate this Agreement the Closing Date that reasonably could be expected to cause any of the representations and warranties in Article 5 to be inaccurate as of the date hereof or the Closing Date, and (ii) any fact or condition of which Purchaser becomes aware which could excuse the Purchaser from Closing. (b) The Seller, Seller’s Shareholders and the Companies, on the one hand, and the Purchaser, on the other, agree that, (i) from time to accept time on or before the Closing Date, Seller, Seller’s Shareholders and the Companies may complete, supplement, amend or otherwise update their respective portions of the Schedules in all respects, and (ii) with respect to their respective representations and warranties contained in this Agreement, Seller, Seller’s Shareholder and the Companies shall have the continuing right and obligation until the Closing to supplement or amend promptly their respective portions of the Schedules with respect to any matter thereafter arising that, if existing as of the date hereof, would have been required to be set forth or described in such Schedules (such newly completed supplemented, amended or updated Schedules to be referred to herein collectively as the “Updated Schedules”). The Updated Schedules shall at all times become and be bound by the matters set forth in such supplement (in Seller’s and the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer will be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Seller’s Shareholders’ Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplementthis Agreement.

Notice of Developments. If Seller determines that (a) Sellers shall disclose to the Buyer Parties in writing any fact, circumstance, event material variances or condition inaccuracies from the Sellers’ representations and warranties contained in existence as Article IV arising out of or events occurring after the date of this Agreement necessitates either a change in its Disclosure Schedules or the addition (“Post-Signing Seller Developments”). The delivery of a new Disclosure Schedule (where previously there was none), Seller may deliver to Buyer a supplement to its Disclosure Schedules specifying any such change or adding such new Disclosure Schedule at any time prior to the Closing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (a) if the matters disclosed to Buyer in such supplement would disclosure will not result in the failure of the condition set forth in Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder Disclosure Schedule or qualified the representations and Buyer will not be entitled to indemnification pursuant to warranties contained in Article 11 for IV or cured any misrepresentation or breach of warranty by reason of such variance or inaccuracy, and Buyer Parties shall have the right to terminate this Agreement to the extent provided pursuant to Article XI by reason of such variance or inaccuracy; provided, however, that may if (i) Buyer Parties have the right to terminate this Agreement pursuant to Article XI by reason of variances from or inaccuracies of Sellers’ representations and warranties arising out of such Post-Signing Seller Developments, and (ii) Sellers acknowledge in writing that Buyer Parties have such right to terminate this Agreement, and (iii) Buyer Parties choose not to exercise such right and the Closing occurs, then Buyer Parties shall be deemed to have been cured by virtue waived their right to terminate this Agreement as a result of the disclosure contained in Post-Signing Seller Developments so disclosed or be indemnified hereunder for Losses attributable to such supplement; orvariances or inaccuracies. (b) if the matters disclosed in the supplement result in the failure of the condition set forth in Section 7.1(a) to occur, then within ten (10) Business Days following its receipt of such supplement, Buyer will provide written notice Parties shall disclose to the Seller indicating whether Sellers in writing any material variances or inaccuracies from the Buyer chooses (i) to terminate Parties’ representations and warranties contained in Article III arising out of events occurring after the date of this Agreement or (ii) to accept and be bound by the matters set forth in “Post-Signing Buyer Developments”). The delivery of any such supplement (in the event of the failure of Buyer to deliver a notice within ten (10) Business Days, Buyer disclosure will not be deemed to have accepted such supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then amended the Disclosure Schedules will be deemed to have been amended and/or modified by Schedule or qualified the contents of such supplement for all purposes hereunder representations and the Buyer will not be entitled to indemnification pursuant to warranties contained in Article 11 for III or cured any misrepresentation or breach of warranty by reason of such variance or inaccuracy, and Sellers shall have the right to terminate this Agreement to the extent provided pursuant to Article XI by reason of such variance or inaccuracy; provided, however, that may if (i) Sellers have the right to terminate this Agreement pursuant to Article XI by reason of by reason of variances from or inaccuracies of Buyer Parties’ representations and warranties arising out of such Post-Signing Buyer Developments, and (ii) Buyer Parties acknowledge in writing that Sellers have such right to terminate this Agreement, and (iii) Sellers choose not to exercise such right and the Closing occurs, then Sellers shall be deemed to have been cured by virtue waived their right to terminate this Agreement as a result of the disclosure contained in Post-Signing Buyer Developments so disclosed or be indemnified hereunder for Losses attributable to such supplementvariances or inaccuracies.