Common use of Supplemental Information Clause in Contracts

Supplemental Information. The Seller and the Stockholder agree that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent prior to the Effective Date pursuant to this Section 5.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, (b) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII), are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller and the Stockholder agree each Partner agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such StockholderPartner, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent prior to the Effective Date pursuant to this Section 5.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect or, or (b) based upon ), in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII), are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder such Partner to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder each Partner with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller and the Stockholder agree agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such StockholderSeller, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent prior to the Effective Date pursuant to this Section 5.115.10; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect or, or (b) ), based upon the advice of the Underwriter Underwriter, the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 5.10 and 8.3(a)(iv), but not for any purpose of Article VII), (i) are having or will have a Material Adverse Effect, (ii) will materially adversely affect the Parent's ability to consummate the IPO or (iii) will adversely affect the pricing of the Parent Shares in the IPO, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-pre- effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller and the Stockholder agree agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such StockholderSeller, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent prior to the Effective Date pursuant to this Section 5.115.10; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect or, or (b) based upon ), in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 5.10 and 8.3(a)(iv), but not for any purpose of Article VII), are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller Each of the Company and the Stockholder Company Shareholders agree that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through until the IPO Closing to provide the Parent AremisSoft promptly with such additional supplemental Information information (collectively, the "Supplemental Information"), in the form of (ai) amendments to then existing Schedules Disclosure Memorandum, or (bii) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states state of facts then known to the Seller Company or such Stockholderany Company Shareholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Effective Date. For purposes the purpose only of determining whether the conditions to the obligations of the Parent and Buyer AremisSoft which are specified in Section 6.3 have been satisfied, the Schedules Disclosure Memorandum as of the Closing and on the IPO Closing Date shall will be deemed to be the Schedules and the Investor Representation Letter Disclosure Memorandum as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent AremisSoft prior to the Effective Date Closing pursuant to this Section 5.11Section; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states state of facts which, in any combination thereof, (i) have had a Material Adverse Effect or, (b) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 AremisSoft (which shall will be conclusive for purposes of this Section 5.11 and 8.3(a)(ivSection), but not for any purpose of Article VII), or (ii) are having or will have a Material Adverse Effect, the Parent AremisSoft will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv8.14); and provided, further, that if the Parent AremisSoft is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), 8.14. but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder any Company Shareholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) ), as applicable, all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller Each of the Company and the Stockholder agree Stockholders agrees that, with respect to the its representations and warranties of that party contained in this Agreement, that party it will have the continuing obligation through until the IPO Closing to provide the Parent OEI promptly with such additional supplemental Information (collectively, the "Supplemental InformationSUPPLEMENTAL INFORMATION"), in the form of (a) amendments to then existing Schedules or Sections of the Disclosure Statement or (b) additional SchedulesSchedules or Sections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company or such any Stockholder, to make each of those representations and warranties true and correct in all material respects as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent OEI and Buyer Newco which are specified in Section 6.3 Sections 7.04(a)(ii)(A) and 7.04(b)(ii) have been satisfied, and not for any purpose under Article IX, the Schedules and the Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent OEI prior to the Effective Date Closing pursuant to this Section 5.116.07; providedPROVIDED, howeverHOWEVER, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect or, on the Company which was not reflected in the determination of the Merger Consideration or (b) based upon in the advice judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 OEI (which shall be conclusive for purposes of this Section 5.11 6.07 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, OEI will be entitled either (i) to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled 12.01(a)(iv) or (ii) to treat as Buyer OEI Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the any Stockholder under Article IX to contest Damage claims Claims made by the Parent OEI in respect of those Buyer OEI Indemnified Losses) all Damages to the Business Company or the Surviving Corporation which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information; and PROVIDED FURTHER, HOWEVER, that if the circumstances, conditions, events or states of facts disclosed in the Supplemental Information and having or judged to have in the future such a Material Adverse Effect (A) have not resulted from a breach by the Company or the Stockholders of any of their covenants set forth in Article VI or elsewhere in this Agreement and (B) do not indicate that any representation or warranty of the Stockholders and the Company made in Articles III and IV shall have been untrue or inaccurate at the date of this Agreement, then OEI shall only be entitled to terminate this Agreement pursuant to Section 12.01(a)(iv), and shall not be entitled to treat as OEI Indemnified Losses any such Damages to the Company or the Surviving Corporation. The Parent OEI will provide the Seller and the Stockholder Company with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller and the Stockholder agree that, with respect From time to time prior to the representations and warranties Closing, Sellers shall promptly disclose in writing to Purchasers any matter hereafter arising which, if existing, occurring or known at the date of that party contained this Agreement would have been required to be disclosed to Purchasers on the Schedules hereto or which would render inaccurate in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light any material respect any of the circumstancesrepresentations, conditionswarranties or statements set forth in ARTICLE IV. Any information disclosed pursuant to this SECTION 6.5 shall reference the Schedule, events representation, warranty or statement to which it relates. Information which is provided to Purchasers pursuant to this SECTION 6.5 within 28 calendar days after the date of this Agreement and states of facts then known prior to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be cure any breach of any representation, warranty or covenant in this Agreement or in any Related Agreement, other than for purposes of SECTION 8.1, PROVIDED, that the Schedules and the Investor Representation Letter as following types of the date hereof as amended or supplemented by the Supplemental Information information provided to the Parent prior to the Effective Date Purchasers pursuant to this Section 5.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, (b) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which SECTION 6.5 shall not be conclusive deemed material for purposes of this Section 5.11 SECTION 8.1: (i) information that updates Schedules in accordance with SECTION 6.3(D) and 8.3(a)(iv), but not for (ii) information disclosing the taking of any purpose of Article VII), are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein action after the date hereof expressly authorized by this Agreement. Except as provided in the Supplemental Informationpreceding sentence, no information provided to Purchasers pursuant to this SECTION 6.5 shall be deemed to cure any breach of any representation, warranty or covenant in this Agreement or any Related Agreement for any purpose. The Parent Without limiting the foregoing, Sellers will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly disclose in writing to Purchasers any Affected Employees hired after the filing thereof date specified in the first sentence of SECTION 4.18, together with the SEC under the Securities Actsuch other information regarding such Affected Employees as is required to be set forth on SCHEDULE 4.18.

Supplemental Information. The Seller Each of the Company and the Stockholder agree Stockholders agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through until the IPO Closing Date to provide the Parent ARS promptly with such additional supplemental Information information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, Schedules as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company or such any Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer ARS which are specified in Section 6.3 5.03 have been satisfied, and not for any purpose under Article VII, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent ARS prior to the Effective Date Closing pursuant to this Section 5.114.07; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect which was not reflected in the determination of the Ceiling Amount or, (b) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 ARS (which shall be conclusive for purposes of this Section 5.11 4.07 and 8.3(a)(iv)Article XI, but not for any purpose of Article VII), (b) are having or will have a Material Adverse Effect, the Parent ARS will be entitled either (i) to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled 11.01(d) or (ii) to treat as Buyer ARS Indemnified Losses for all purposes of Article VII (which treatment will not prejudice the right of the Seller or the Stockholder any Stockholders under Article VII to contest Damage claims Claims made by the Parent ARS in respect of those Buyer ARS Indemnified Losses) all Damages to the Acquired Business which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller (a) SELLERS, the Shareholders and the Stockholder BUYER each agree that, with respect to the representations and warranties of that such party contained in this Agreement, that such party will have the continuing obligation through until the IPO Closing to promptly provide the Parent promptly other party with such additional supplemental Information information (collectively, the "Supplemental Information"), in the form of (ai) amendments to then existing Schedules or (bii) additional Additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts fact then known to the Seller or such Stockholderknown, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For Closing, or (iii) for purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 BUYER have been satisfied, the Schedules to this Agreement as of the Closing and on the IPO Closing Date shall will be deemed to be the Schedules and the Investor Representation Letter to this Agreement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent BUYER prior to the Effective Date Closing pursuant to this Section 5.119.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts whichthat, in any combination thereof, (i) have had a Material Adverse Effect oron any SELLER, (bii) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII), BUYER are having or will have a Material Adverse EffectEffect on any SELLER or (iii) represent a breach of Section 9.1 above, the Parent BUYER will be entitled to terminate this Agreement pursuant by notice to Section 8.3(a)(iv)SELLERS; and provided, further, that if the Parent is entitled facts first disclosed in the Supplemental Information were required to terminate be disclosed at the time of signing of this Agreement pursuant but were not, and BUYER does not terminate the Agreement and proceeds to Section 8.3(a)(iv)Closing, but elects not to do so, it then BUYER will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) be indemnified for all Damages to the Business which that are attributable to such failure to disclose by SELLER(s) or the circumstancesShareholders. (b) Additionally, conditionsnotwithstanding any other provision herein to the contrary, events no SELLER and state no Shareholder shall have any liability to BUYER for the breach of facts first any covenant contained in Section 9.1 above if (i) such breach was not the result of conduct knowingly intended to result in such a breach and (ii) such breach is disclosed herein after the date hereof to BUYER in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller Each of the Company and the Stockholder agree Stockholders agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through (except to the IPO extent otherwise provided in Section 6.07) until the Closing to provide the Parent Apple promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules Sections of the Disclosure Statement or (b) additional SchedulesSections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company or such any Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer Apple which are specified in Section 6.3 Sections 7.04(a)(ii)(A) and 7.04(b)(ii) have been satisfied, and not for any purpose under Article IX, the Schedules Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent Apple prior to the Effective Date Closing pursuant to this Section 5.116.08; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect on the Company which was not reflected in the determination of the Transaction Value or, (b) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 Apple (which shall be conclusive for purposes of this Section 5.11 6.08 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), (b) are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, Apple will be entitled either (i) to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled 12.01(d) or (ii) to treat as Buyer Apple Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the any Stockholder under Article IX to contest Damage claims Claims made by the Parent Apple in respect of those Buyer Apple Indemnified Losses) all Damages to the Business Company or the Surviving Corporation which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent Apple will provide the Seller and the Stockholder Company with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller Each of the Company and the Stockholder Company Shareholders agree that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through until the IPO Closing to provide the Parent promptly AremisSoft (EE.ME.A) Ltd.promptly with such additional supplemental Information information (collectively, the "Supplemental Information"), in the form of (ai) amendments to then existing Schedules Disclosure Memorandum, or (bii) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states state of facts then known to the Seller Company or such Stockholderany Company Shareholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Effective Date. For purposes the purpose only of determining whether the conditions to 17 the obligations of the Parent and Buyer AremisSoft (EE.ME.A) Ltd. which are specified in Section 6.3 have been satisfied, the Schedules Disclosure Memorandum as of the Closing and on the IPO Closing Date shall will be deemed to be the Schedules and the Investor Representation Letter Disclosure Memorandum as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent AremisSoft (EE.ME.A) Ltd. prior to the Effective Date Closing pursuant to this Section 5.11Section; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states state of facts which, in any combination thereof, (i) have had a Material Adverse Effect or, in the sole judgment of AremisSoft (bEE.ME.A) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 Ltd. (which shall will be conclusive for purposes of this Section 5.11 and 8.3(a)(ivSection), but not for any purpose of Article VII), or (ii) are having or will have a Material Adverse Effect, the Parent AremisSoft (EE.ME.A) Ltd. will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv8.14); and provided, further, that if the Parent is entitled AremisSoft (EE.ME.A) Ltd.▇▇ ▇▇▇itled to terminate this Agreement pursuant to Section 8.3(a)(iv), 8.14. but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder any Company Shareholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) ), as applicable, all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller and (a) If, at any time prior to the Stockholder agree thatClosing, with respect to any of the individuals listed in Section 1.5(a) of the Company Disclosure Letter obtains actual knowledge that any of the representations and warranties of the Company contained in Article III hereof was breached as of the date hereof, the Company shall deliver to Parent a written amendment to the Company Disclosure Letter setting forth such information as may be necessary in order that party each such representation and warranty, as qualified by the Company Disclosure Letter and by the additional information contained in such amendment to the Company Disclosure Letter, is true in correct in all respects as of the date hereof. (b) From time to time prior to the Closing, the Company may, at its sole election, deliver to Parent a written amendment or modification of the Company Disclosure Letter to include any fact, circumstance or matter arising after the date hereof that, had it existed, occurred or been known at the date of this Agreement, would have been required to be disclosed to Parent or which would have rendered inaccurate any of the representations, warranties or statements set forth in Article III hereof. (c) Parent shall have five (5) Business Days following receipt of any amendment or modification to the Company Disclosure Letter pursuant to Section 5.4(a) or 5.4(b) to review the new information and facts so disclosed. In the event that such new information or facts would reasonably be expected to cause a failure of satisfaction of the condition contained in Section 6.2(b) had such information not been disclosed, Parent may deliver to the Company a notice setting forth in reasonable detail the basis for such conclusion and its election to terminate its obligations under this Agreement no later than 5:00 P.M. Eastern Time on the fifth (5th) Business Day following the date of such disclosure. In the event that Parent terminates this Agreement pursuant to this Section 5.4 and Section 7.1(d)(i), then, except in the event of fraud or willful breach of any covenant contained in this Agreement, such termination shall be Parent’s sole remedy for any breach of any representation, warranty, agreement or covenant contained herein that party will would have existed by reason of the Company not having supplemented or amended the Company Disclosure Letter. (d) In the event that Parent does not have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectivelyright to, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent prior to the Effective Date pursuant to this Section 5.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, (b) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII)reason does not, are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to this Section 8.3(a)(iv); 5.4, then, solely for purposes of Section 6.2 hereof and providedfor determining whether any condition contained therein is satisfied but, furtherfor the avoidance of doubt, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right for purposes of the Seller or the Stockholder to contest Damage claims made by the Parent indemnification provisions contained in respect of those Buyer Indemnified Losses) all Damages Article VIII hereof, any revisions to the Business Company Disclosure Letter shall be deemed to amend and/or supplement the original Company Disclosure Letter and cure and correct any breach of any representation, warranty, agreement or covenant contained herein which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies would have existed by reason of the Registration Statement, including all pre-effective amendments thereto, promptly after Company not having amended or modified the filing thereof with the SEC under the Securities ActCompany Disclosure Letter.

Supplemental Information. The Seller and the Stockholder agree that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments The Company shall update the Disclosure Schedule provided to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, Merger Sub on the Schedules as date of this Agreement and deliver such updated Disclosure Schedule to the Parent and Merger Sub within seven (7) days of the Closing date of this Agreement. Parent shall have five (5) days following the delivery of the Disclosure Schedule to review the new information and facts so disclosed. In the event that such new information or facts would reasonably be expected to result in a Material Adverse Effect, Parent may deliver to the Company a notice setting forth in reasonable detail the basis for such conclusion and its election to terminate its obligations under this Agreement no later than 5:00 p.m. Eastern Time on the IPO Closing Date sixth calendar day following the date of such disclosure. In the event that Parent has the right to terminate this Agreement pursuant to this Section 5.6(a) and Section 8.1(c)(i), then such termination shall be Parent’s sole remedy for any breach of any representation, warranty, agreement or covenant contained herein which would have existed by reason of the Company not having supplemented or amended the Disclosure Schedule. In the event that Parent does not have the right or for any reason does not terminate this Agreement pursuant to this Section 5.6(a) following any such disclosure, then such disclosure shall be deemed to be amend and/or supplement the Schedules original Disclosure Schedule hereto and the Investor Representation Letter as cure and correct for all purposes any breach of any representation, warranty, agreement or covenant contained herein which would have existed by reason of the date hereof as Company not having so amended or supplemented by the Supplemental Information provided Disclosure Schedule. (b) Thereafter, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company of (1) the occurrence, or non-occurrence of any event the occurrence, or non-occurrence of which the notifying party determines could reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, and (2) any failure of the Company, Parent prior or Merger Subsidiary, as the case may be, to the Effective Date pursuant comply with or satisfy, in any material respect, any covenant or agreement to this Section 5.11be complied with or satisfied by it hereunder; provided, however, that (a) if the Supplemental Information so provided discloses the existence delivery of circumstances, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, (b) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information notice pursuant to this Section 5.11 (which 5.6(b) shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for limit or otherwise affect any purpose of Article VII), are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages remedies available hereunder to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Actparty receiving such notice.

Supplemental Information. The Seller Company and each of the Stockholder Selling Stockholders agree that, with respect to the representations and warranties of that party contained in this Merger Agreement, that party will have the continuing obligation through until the IPO Closing Date to provide the Parent IDG promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules to the Disclosure Statement or (b) additional SchedulesSchedules to the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events events, and states of any facts then known to the Seller or such Stockholderparty, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which IDG and, if applicable, Newco, that are specified in Section 6.3 Sections 7.04 have been satisfied, the Schedules Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent IDG prior to the Effective Date Closing pursuant to this Section 5.116.07; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events events, or states of any facts whichthat, in any combination thereof, have had a Material Adverse Effect or, (b) based upon on the advice Company that was not reflected in the determination of the Underwriter Transaction Value, or in the Parent has determined that subsequent events that were revealed through RSA's submission sole judgment of Supplemental Information pursuant to this Section 5.11 IDG (which shall be conclusive for purposes of this Section 5.11 6.07 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, then IDG will be entitled either to terminate this Merger Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv12.01(a)(iii), but elects not to do sorenegotiate the Merger Consideration with the Selling Stockholders, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice or waive the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first Material Adverse Effect disclosed herein after the date hereof in the Supplemental Information. The Parent will provide Information and close the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Acttransaction.

Supplemental Information. The From the date of this Agreement until the earlier of the Second Closing Date or the date this Agreement is terminated, the Seller and the Stockholder agree that, with respect will promptly disclose in writing to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent prior to the Effective Date pursuant to this Section 5.11; provided, however, Purchaser any matter hereafter arising that (a) if existing, occurring or known at the Supplemental Information so provided discloses date of this Agreement would have been required to be disclosed to the existence Purchaser or which would render inaccurate any of circumstancesthe representations, conditions, events warranties or states of facts which, statements set forth in any combination thereof, have had a Material Adverse Effect or, ‎Article III hereof or (b) based upon the advice constitutes a failure of the Underwriter Seller to comply with or satisfy any covenant or agreement to be complied with or satisfied by them under this Agreement. Notwithstanding the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to foregoing, no notice under this Section 5.11 (which shall ‎6.11 will be conclusive deemed to have modified any representation and/or warranty or cured any breach of covenant for purposes of this Section 5.11 and 8.3(a)(iv)determining (i) the satisfaction of the conditions set forth in ‎Article II, but not for any purpose of Article VII)(ii) a party’s right to indemnification pursuant to ‎Article V, are having or will have (iii) a Material Adverse Effect, the Parent will be entitled party’s right to terminate this Agreement pursuant to Section 8.3(a)(iv)‎Article VII, except, in each case, to the extent such disclosure (x) describes additional Contracts, agreements or arrangements that have been entered into, actions taken or the occurrence of any event in the ordinary course of the Seller’s business or is otherwise in compliance with the Seller’s obligations under ‎Article VI or (y) such Contracts, agreements, arrangements, actions or events do not, individually or in the aggregate, constitute a Material Adverse Effect. Prior to the Second Closing Date, the Seller will deliver to the Purchaser updates to those Schedules called for in ‎Article I which are required to be delivered in connection with the Second Closing and the Seller Disclosure Schedule, which updates will be acceptable to the Purchaser in the Purchaser’s reasonable discretion; and provided, further, that if no updates to the Parent is entitled Schedules under ‎Article III or the Seller Disclosure Schedule shall be deemed to terminate this Agreement pursuant cure any breach of any representation or warranty to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat made as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller Second Closing unless the Purchaser specifically agrees thereto in writing, except to the extent such disclosure (i) describes additional Contracts, agreements or arrangements that have been entered into, actions taken or the Stockholder to contest Damage claims made occurrence of any event that is in compliance with the Seller’s obligations under ‎Article VI or which has otherwise been taken at the instruction of, or has been consented to, by the Parent in respect of those Buyer Indemnified LossesPurchaser or (ii) all Damages to the Business which are attributable to the circumstancessuch Contracts, conditionsagreements, arrangements, actions or events and state of facts first disclosed herein after the date hereof do not, individually or in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statementaggregate, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Actconstitute a Material Adverse Effect.

Supplemental Information. The Seller Each of the Company and the Stockholder agree Stockholders agrees that, with respect to the its representations and warranties of that party contained in this Agreement, that party it will have the continuing obligation through until the IPO Closing to provide the Parent WORK promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or Sections of the Disclosure Statement or (b) additional SchedulesSchedules or Sections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company or such any Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent WORK and Buyer Newco which are specified in Section 6.3 Sections 7.04(a)(i) and 7.04(b)(i) have been satisfied, and not for any purpose under Article IX, the Schedules and the Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent WORK prior to the Effective Date Closing pursuant to this Section 5.116.06; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect or, on the Company which was not reflected in the determination of the Merger Consideration or (b) based upon in the advice judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 WORK (which shall be conclusive for purposes of this Section 5.11 6.06 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, WORK will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); 12.01(a)(iv) and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer WORK Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the any Stockholder under Article IX to contest Damage claims Claims made by the Parent WORK in respect of those Buyer WORK Indemnified Losses) all Damages to the Business Company or the Surviving Corporation which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide ; and provided further, however, that if the Seller circumstances, conditions, events or states of facts disclosed in the Supplemental Information and having or judged to have in the future such a Material Adverse Effect (A) have not resulted from a breach by the Company or the Stockholders of any of their covenants set forth in Article VI or elsewhere in this Agreement and (B) do not indicate that any representation or warranty of the Stockholders and the Stockholder with copies Company made in Articles III and IV shall have been untrue or inaccurate at the date of this Agreement, then WORK shall only be entitled to terminate this Agreement pursuant to Section 12.01(a)(iv), and shall not be entitled to treat as WORK Indemnified Losses any such Damages to the Registration Statement, including all pre-effective amendments thereto, promptly after Company or the filing thereof with the SEC under the Securities ActSurviving Corporation.

Supplemental Information. The Seller and the Stockholder agree Owner agrees that, with respect to the representations and warranties of that party the Owner contained in this Agreement, that party the Owner will have the continuing obligation through (except to the IPO extent otherwise provided in Section 6.07) until the Closing to provide the Parent Apple promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules Sections of the Disclosure Statement or (b) additional SchedulesSections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such StockholderOwner, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer Apple which are specified in Section 6.3 Sections 7.04(a)(ii)(A) and 7.04(b)(ii) have been satisfied, and not for any purpose under Article IX, the Schedules Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent Apple prior to the Effective Date Closing pursuant to this Section 5.116.08; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect on the Owner which was not reflected in the determination of the Transaction Value or, (b) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 Apple (which shall be conclusive for purposes of this Section 5.11 6.08 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), (b) are having or will have a Material Adverse EffectEffect on the Owner, as the Parent case may be, Apple will be entitled either (i) to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled 12.01(d) or (ii) to treat as Buyer Apple Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the Stockholder Owner under Article IX to contest Damage claims Claims made by the Parent Apple in respect of those Buyer Apple Indemnified Losses) all Damages to the Business Owner which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent Apple will provide the Seller and the Stockholder Owner with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller Each of the Company, the Stockholder and the Stockholder agree MTM Stockholders agrees that, with respect to the its representations and warranties of that party contained in this Agreement, that party it will have the continuing obligation through until the IPO Closing to provide the Parent Purchaser promptly with such additional supplemental Information (collectively, the "Supplemental InformationSUPPLEMENTAL INFORMATION"), in the form of (a) amendments to then existing Schedules or (b) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company, the Stockholder or such any MTM Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent Purchaser and Buyer Merger Sub which are specified in Section 6.3 Sections 7.4(a)(i) and 7.4(b)(ii) have been satisfied, and not for any purpose under Article IX, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent Purchaser prior to the Effective Date Closing pursuant to this Section 5.116.6; providedPROVIDED, howeverHOWEVER, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect on the Company which was not reflected in the determination of the Merger Consideration or, (b) based upon in the advice judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 Purchaser (which shall be conclusive for purposes of this Section 5.11 6.6 and 8.3(a)(iv)Article XI, but not for any purpose of Article VIIIX), (b) are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, Purchaser will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); 11.1(a)(iv) and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Purchaser Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller Stockholder or the any MTM Stockholder under Article IX to contest Damage claims Claims made by the Parent Purchaser in respect of those Buyer Purchaser Indemnified Losses) all Damages to the Business Company or the Surviving Corporation which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information; and PROVIDED FURTHER, HOWEVER, that if the circumstances, conditions, events or states of facts disclosed in the Supplemental Information and having or judged to have in the future such a Material Adverse Effect (A) have not resulted from a breach by the Company, the Stockholder or the MTM Stockholders of any of their covenants set forth in Article VI or elsewhere in this Agreement and (B) do not indicate that any representation or warranty of the MTM Stockholders, the Stockholder and the Company made in Articles III and IV shall have been untrue or inaccurate at the date of this Agreement, then Purchaser shall only be entitled to terminate this Agreement pursuant to Section 11.1(a)(iv), and shall not be entitled to treat as Purchaser Indemnified Losses any such Damages to the Company or the Surviving Corporation. The Parent Purchaser will provide the Seller and the Stockholder Company with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller Company and each of the Stockholder Selling Stockholders agree that, with respect to the representations and warranties of that party contained in this Acquisition Agreement, that party will have the continuing obligation through until the IPO Closing Date to provide the Parent IDG promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules to the Disclosure Statement or (b) additional SchedulesSchedules to the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events events, and states of any facts then known to the Seller or such Stockholderparty, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which IDG and, if applicable, Newco that are specified in Section 6.3 Sections 7.05 have been satisfied, and not for any purpose under Article IX, the Schedules Disclosure Statements as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statements as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent IDG prior to the Effective Date Closing pursuant to this Section 5.116.08; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events events, or states any of facts whichthat, in any combination thereof, have had a Material Adverse Effect or, (b) based upon on the advice Company that was not reflected in the determination of the Underwriter Transaction Value, or in the Parent has determined that subsequent events that were revealed through RSA's submission sole judgment of Supplemental Information pursuant to this Section 5.11 IDG (which shall be conclusive for purposes of this Section 5.11 6.08 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, then IDG will be entitled either (i) to terminate this Acquisition Agreement pursuant to Section 8.3(a)(iv); 12.01(a)(iii) and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer a Seller Indemnified Losses Loss or a Stockholder Indemnified Loss for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the any Selling Stockholder under Article IX to contest Damage claims a Damages Claim made by the Parent IDG in respect of those Buyer any Seller Indemnified LossesLoss or Stockholder Indemnified Loss) all Damages to the Business which Company or the Surviving Corporation that are attributable to the circumstances, conditions, events and state of any facts first disclosed herein after the date hereof in the Supplemental Information. The Parent IDG will provide the Seller Company and the Stockholder Selling Stockholders with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The (a) Seller and may, from time to time prior to or at the Stockholder agree thatClosing, by notice in accordance with respect to the representations and warranties terms of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing supplement any Disclosure Schedule to provide the Parent promptly add additional information or add a new Disclosure Schedule with such additional supplemental Information a corresponding reference to be added to this Agreement (collectivelyeach, the "Supplemental Information"a “Supplement”), but not to correct any previously disclosed information. If Buyer does not provide a written termination notice pursuant to and in the form of accordance with Section 9.01(e) within five (a5) amendments Business Days after receiving any Supplement which discloses any event, fact or circumstance that has had, or is reasonably likely to then existing Schedules or (b) additional Scheduleshave, as would be necessarya Material Adverse Effect, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed to be have waived for all purposes of this Agreement all rights and remedies (including its right to not consummate the Schedules and transactions contemplated by this Agreement due to the Investor Representation Letter as failure of any of the conditions set forth in Section 7.02) hereunder or under applicable Law with regard to such event, fact or circumstance. (b) From the date hereof as amended until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or supplemented action known to Seller the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in any material respect or (C) has resulted in, or would reasonably be expected to result in, the Supplemental Information provided failure of any of the conditions set forth in Section 7.02 to the Parent prior to the Effective Date pursuant to this Section 5.11be satisfied; provided, however, that Seller shall be permitted to cure, to the extent susceptible to cure, any such matter referenced in this Section 6.04(b)(i) for a period not to exceed the lesser of thirty (a30) if days and June 30, 2018; (ii) any written notice or other written communication from any Person alleging that the Supplemental Information so provided discloses consent of such Person is or may be required in connection with the existence of circumstances, conditions, events transactions contemplated by this Agreement; (iii) any written notice or states of facts which, other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any combination thereof, have had a Material Adverse Effect Actions commenced or, (b) based upon to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting the advice of Business, the Underwriter Purchased Assets or the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes Assumed Liabilities that, if pending on the date of this Section 5.11 and 8.3(a)(iv)Agreement, but not for any purpose of Article VII), are having or will would have a Material Adverse Effect, the Parent will be entitled been required to terminate this Agreement have been disclosed pursuant to Section 8.3(a)(iv); and provided4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (c) Buyer’s receipt of information pursuant to the Section 6.04(b) shall not operate as a waiver or otherwise affect any representation, further, that if the Parent is entitled to terminate warranty or agreement given or made by Seller in this Agreement pursuant to (including Section 8.3(a)(iv8.02 and Section 9.01(b)) (except as provided in Section 8.08), but elects and shall not be deemed to do soamend or supplement the Disclosure Schedules, it will be entitled to treat except as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent specifically provided in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities ActSection 6.04(a).

Supplemental Information. The Seller and the Stockholder agree each Owner agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through (except to the IPO extent otherwise provided in Section 6.07) until the Closing to provide the Parent Apple promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules Sections of the Disclosure Statement or (b) additional SchedulesSections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller or such Stockholderany Owner, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer Apple which are specified in Section 6.3 Sections 7.04(a)(ii)(A) and 7.04(b)(ii) have been satisfied, and not for any purpose under Article IX, the Schedules Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent Apple prior to the Effective Date Closing pursuant to this Section 5.116.08; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect on the Seller which was not reflected in the determination of the Transaction Value or, (b) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 Apple (which shall be conclusive for purposes of this Section 5.11 6.08 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), (b) are having or will have a Material Adverse EffectEffect on the Seller, the Parent Apple will be entitled either (i) to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled 12.01(d) or (ii) to treat as Buyer Apple Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the Stockholder under Article IX to contest Damage claims Claims made by the Parent Apple in respect of those Buyer Apple Indemnified Losses) all Damages to the Business Seller which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent Apple will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The (a) Prior to the Closing Date, Seller shall promptly (and in any event within three (3) Business Days) disclose in writing (the Stockholder agree that“Update”) to Parent any matter first arising after the date hereof (i) which, had such matter existed as of the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or (ii) which is necessary to correct any information in the Disclosure Schedule which has been rendered inaccurate thereby, whether or not such matter is material. To the extent that the Updates result in Damages pursuant to Section 7.2(a), the Seller Indemnifying Party shall indemnify and hold harmless the Acquiror Indemnified Parties with respect to such Updates provided that the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through the IPO Closing to provide the Parent promptly with such additional supplemental Information (collectively, the "Supplemental Information")Damages, in the form of aggregate, exceed One Hundred Seventy Five Thousand Dollars (a$175,000). Any amounts paid by the Seller Indemnifying Party pursuant to this Section 6.19(a) amendments to then existing Schedules or (b) additional Schedules, as would shall count towards and shall be necessary, in the light of the circumstances, conditions, events and states of facts then known subject to the Seller or such Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing DateCap Amount. For purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date The Updates shall be deemed to amend or supplement the Disclosure Schedule. Except as set forth in this Section 6.19(a), the Updates shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller, any condition or any right to indemnification hereunder. Notwithstanding anything in this Section 6.19(a), Seller (x) shall at all times until Closing be the Schedules and the Investor Representation Letter as of the date hereof as amended or supplemented bound by the Supplemental Information provided covenants set forth in Section 6.11(a) and (y) shall not be permitted to Update, amend or supplement Schedule 4.3 to remove any required consent, notice or other action set forth therein. (b) To the extent not disclosed to Parent pursuant to Section 6.19(a), prior to the Effective Date pursuant Closing, Seller will promptly (and in any event within three (3) Business Days) disclose in writing to this Section 5.11; provided, however, that Parent (a) if the Supplemental Information so provided discloses Seller becomes aware of the occurrence, or failure to occur, of any event that would cause any of their respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing Date, (b) of any fact, circumstance or event, the existence or occurrence of circumstanceswhich has had or could reasonably be expected to have, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, or (bc) based upon the advice of any failure of any of the Underwriter Company or Seller, as the Parent has determined that subsequent events that were revealed through RSA's submission case may be, to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by any of Supplemental Information them under this Agreement at the time required. Parent’s or Acquisition Company’s receipt of information, notice or knowledge pursuant to this Section 5.11 (which 6.19(b) shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv)not operate as a waiver or otherwise affect any representation, but not for any purpose of Article VII), are having warranty or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller agreement given or the Stockholder to contest Damage claims made by Seller, any condition or any right to indemnification hereunder, and shall not be deemed to amend or supplement the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities ActDisclosure Schedule.

Supplemental Information. The Seller Each of the Company and the Stockholder agree Stockholders agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through (except to the IPO extent otherwise provided in Section 6.07) until the Closing to provide the Parent ARS promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or Sections of the Disclosure Statement or (b) additional SchedulesSchedules or Sections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company or such any Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent ARS and Buyer Newco which are specified in Section 6.3 Sections 7.04(a)(ii)(A) and 7.04(b)(ii) have been satisfied, and not for any purpose under Article IX, the Schedules and the Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent ARS prior to the Effective Date Closing pursuant to this Section 5.116.08; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (a) have had a Material Adverse Effect on the Company which was not reflected in the determination of the Transaction Value or, (b) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 ARS (which shall be conclusive for purposes of this Section 5.11 6.08 and 8.3(a)(iv)Article XII, but not for any purpose of Article VIIIX), (b) are having or will have a Material Adverse EffectEffect on the Company or the Surviving Corporation, as the Parent case may be, ARS will be entitled either (i) to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled 12.01(d) or (ii) to treat as Buyer ARS Indemnified Losses for all purposes of Article IX (which treatment will not prejudice the right of the Seller or the any Stockholder under Article IX to contest Damage claims Claims made by the Parent ARS in respect of those Buyer ARS Indemnified Losses) all Damages to the Business Company or the Surviving Corporation which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent ARS will provide the Seller and the Stockholder Company with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act.

Supplemental Information. The Seller (a) Each of the Company and the Stockholder agree Stockholders agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation through (except to the IPO Closing extent otherwise provided in Section 4.07) until the Effective Time to provide the Parent INVATEC promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (a) amendments to then existing Schedules or Sections of the Disclosure Statement or (b) additional SchedulesSchedules or Sections of the Disclosure Statement, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Company or such any Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of the Parent INVATEC and Buyer Newco which are specified in Section 6.3 5.03 have been satisfied, the Schedules and the Disclosure Statement as of the Closing and on the IPO Closing Date shall be deemed to be the Schedules and the Investor Representation Letter Disclosure Statement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent INVATEC prior to the Effective Date Time pursuant to this Section 5.114.07; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, (b) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII)had, are having or will have a Material Adverse Effect, the Parent INVATEC will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv11.01(a)(iv); and provided, further, that if the Parent INVATEC is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv11.01(a)(iv), but elects not to do so, it will be entitled to treat as Buyer INVATEC Unindemnified Losses or INVATEC Indemnified Losses (which treatment will not prejudice the right of the Seller any Stockholder under Section 6.05 or the Stockholder Article VII, as applicable, to contest Damage claims Claims made by the Parent INVATEC in respect of those Buyer INVATEC Unindemnified Losses or INVATEC Indemnified Losses) ), as applicable, all Damages to the Acquired Business which are attributable to the circumstances, conditions, events and state states of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent . (b) INVATEC agrees that, with respect to the representations and warranties of INVATEC contained in this Agreement, that INVATEC will have the continuing obligation (except to the extent otherwise provided in Section 4.07) until the Effective Time to provide the Seller Company and the Stockholder Stockholders with copies such additional supplemental Information (collectively, the "INVATEC Supplemental Information"), in the form of the Registration Statement, including all pre-effective and post effective amendments thereto, to the Registration Statement promptly after the filing thereof with the SEC SEC. If the Company or the Stockholders are entitled to terminate this Agreement or not close pursuant to Sections 5.02 or 11.01(a)(iii), but elect not to do so, or if there is a breach of INVATEC's representations or warranties occurring at or after the Closing and prior to the IPO Closing, the Stockholders will be entitled to treat as Stockholder Unindemnified Losses or Stockholder Indemnified Losses (which treatment will not prejudice the right of INVATEC under Section 6.05 or Article VII, as applicable, to contest Damage Claims made by the Securities ActCompany or the Stockholders respect of those Stockholder Unindemnified Losses or Stockholder Indemnified Losses), as applicable, all Damages which are attributable to the circumstances, conditions, events and states of facts first disclosed herein after the date hereof in the INVATEC Supplemental Information. (J) Sections 4.10, 4.11 and 6.04 of the Uniform Provisions are hereby deleted. (K) A new Section 4.13 is hereby added to Article IV of the Uniform Provisions which shall read as follows: