Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Seller and Buyer have set forth information on the Seller Disclosure Schedules shall be arranged by the Sellers Schedule and Buyer Disclosure Schedule, as applicable, in paragraphs corresponding a section thereof that corresponds to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed section of this Agreement to disclose an exception to any representation or warranty made in Article III unless which it describes the relevant facts in such reasonable detail as the context requiresrelates. A fact or matter disclosed set forth in the Disclosure Schedules with respect to one section or subsection shall of the applicable Disclosure Schedule need not be deemed to be disclosed with respect to each set forth in any other section of the applicable Disclosure Schedule so long as its relevance to such other section of the applicable Disclosure Schedule or subsection where such disclosure to a section of this Agreement is appropriate to the extent it is clear from reading reasonably apparent on the face of such the information disclosed therein. The parties acknowledge and agree that (i) the Seller Disclosure Schedule or Buyer Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer or Seller, as applicable, and (and not ii) the disclosure by a party of any other agreement or other document referred to therein or attached thereto) that such disclosure is matter in the applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules Schedule shall not be deemed to constitute an acknowledgment by such party that the matter is required to be disclosure with respect to any other section disclosed by the terms of this Agreement or subsection of that the Disclosure Schedulesmatter is material. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from From time to time prior to the Closing, each party may revise the Seller Representative may propose Disclosure Schedule applicable to amend, such party to reflect matters arising after the date hereof or with respect to which such party did not have knowledge as of the date hereof by delivering a supplement or revise update to the Seller applicable Disclosure Schedules Schedule (along with a marked copy of such applicable Disclosure Schedule reflecting such supplement or update, if practicable) to the other party no later than the third Business Day prior to the Closing Date; provided that no such supplement or update, (i) to the extent relating to any matter existing or occurring on or prior to the date hereof that should have been set forth or described on such Disclosure Schedule so as to render such Disclosure Schedule true and correct in all respects, shall cure any misrepresentation or breach of warranty for purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 11 have been satisfied at Closing or for purposes of the other party’s right to indemnification as provided in Article 12 and (ii) to the extent relating to any matter of which such party has become aware after the date hereof, shall cure any misrepresentation or breach of warranty for purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 11 have been satisfied at Closing; provided further, that, if the Closing occurs, each party shall be deemed to have waived any right to indemnification pursuant to Article 12 with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(imatter disclosed pursuant to clause (ii) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)above. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by As promptly as practicable, the Sellers in paragraphs corresponding Seller Parties will provide Buyer with a supplement or amendment to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section any Pennsylvania matter, condition or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document occurrence which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be set forth or described by the Company or Sellers in the Seller Disclosure Schedules. For the avoidance of doubt, a matter, condition or occurrence shall only be "required" to be set forth or described in the Disclosure Schedules in order for such schedules if the failure to be true, correct and complete so disclosed would result in all material respects at and as a breach of the Closingapplicable representation or warranty (qualified by Material Adverse Effect where applicable) on the date hereof or on the Closing Date. In addition, it is understood Seller shall have the right at any time and agreed that, from time to time prior to the Closing, the Seller Representative may propose Closing to amend, supplement or revise amend the Disclosure Schedules. Seller may provide Disclosure Schedules with respect to any representation or warranty of this Agreement whether or not a specific schedule is referred to therein. In the event that any supplement or amendment of such matter. If Disclosure Schedules shall be provided later than five (5) business days prior to the Closing Date, the Buyer reasonably determines that an amendment, shall have the right to delay the Closing for a period of five (5) business days in order for Buyer to review such supplement or revision proposed by amendment. No such supplement or amendment shall be deemed to cure any breach of or alter any representation or warranty made in this Agreement so as to permit the Closing to occur unless Buyer specifically agrees thereto in writing. The Seller Parties shall promptly inform Buyer, and Buyer will promptly inform the Seller Representative satisfies Parties of any fact or event which comes to their attention, the terms and conditions existence of which constitutes or likely will constitute a breach in any material respects of any representation or warranty in this Section 6.14Agreement. In addition, such amendmentParent will, supplement or revision shall be effective for purposes within five (5) days of the indemnification obligations set forth in Section 9.1(a)(ireceipt thereof, forward to Seller (i) any title report Buyer receives from a title company with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing Real Estate and (ii) any written communication regarding a specific Lien or revising any representation made as title defect affecting a specifically identified parcel of the date hereofReal Estate sent to the President, Treasurer or otherwise curing General Counsel of Parent or the President or Corporate Counsel of any misrepresentation made as of the date hereofother Buyer Party, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described sent by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If a party other than the Seller Representative reasonably determines that an amendmentParties, supplement their legal counsel, financial advisors or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)representatives.

Disclosure Schedules. The Parties acknowledge and agree that (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing inclusion of any items or information in the Disclosure Schedules shall that are not required by this Agreement to be deemed to disclose an exception to so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Seller Disclosure Schedules shall not be deemed to be disclosure with respect to any other section constitute an indication, admission or subsection of acknowledgement by Seller that the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described disclosed by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that disclosure by Buyer of any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be truedisclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), correct and complete in all material respects at and as (d) if any section of the Closing, it is understood and agreed that, from time Disclosure Schedules lists an item or information in such a way as to time prior make its relevance to the Closingdisclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the Buyer may propose matter shall be deemed to amend, supplement have been disclosed in or revise the Buyer Disclosure Schedules with respect to any such matter. If other section, notwithstanding the Seller Representative reasonably determines that omission of an amendmentappropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, supplement or revision proposed (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by the Buyer satisfies the terms and conditions reference to specific provisions of this Section 6.14Agreement, such amendment(g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, supplement and shall not be construed as constituting, representations or revision warranties of Seller or Buyer, as applicable, or create any covenant and shall be effective for purposes not expand or enlarge any of the indemnification obligations representations or warranties set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing ARTICLE III or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereofARTICLE IV, and shall be disregarded (h) any additional matters set forth for informational purposes do not necessarily include other matters of Section 8.1 and Section 11.1(a)(i)a similar matters.

Disclosure Schedules. (a) The Disclosure Schedules shall be attached to this Agreement as of the date hereof and arranged by the Sellers in paragraphs schedules corresponding to the subsections sections contained herein. Nothing in Article IV and Article V of this Agreement, and any disclosure made in any schedule of the Disclosure Schedules shall qualify other schedules of the Disclosure Schedules if such schedule specifically refers to such other schedule in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it that the disclosure is clear from reading the reasonably apparent on its face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections schedule. During the period commencing on the date of this Agreement and ending on the fifth (5th) Business Day prior to the Closing Date, the Company shall promptly provide written updates to Parent upon becoming aware of any facts or subsections circumstances that arise after the date hereof that would cause any of the Disclosure Schedules Executing Stockholders’ or the Company’s representations or warranties in Article IV or Article V to not be true and provided that an agreement or other document which is merely listed or identified correct in any section or subsection all material respects as of the Closing Date (a “Disclosure Schedules shall not Supplement”). Within five (5) Business Days after receipt of a Disclosure Supplement related to a fact or circumstance which has resulted or could reasonably be expected to result in a Material Adverse Effect with respect to the Target Entities and the Target Entity Operations taken as a whole, Parent may terminate this Agreement by providing written notice to the Company and the Stockholder Representative. Notwithstanding anything in this Agreement to the contrary, at the election of Parent, each Disclosure Supplement may be deemed to be accepted for purposes of satisfying the closing condition set forth in Section 8.2(a), provided, however, no Disclosure Supplement or any disclosure of any matters set forth therein shall affect the indemnification rights of any of the Parent Indemnified Parties with respect to any representations and warranties made by the Executing Stockholders and/or the Company in this Agreement and such representations and warranties shall be deemed to have been made without the effect of any Disclosure Supplement, other section or subsection of the than a Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing Supplement that is required to be described by solely for listing purposes and does not contain any fact, condition or circumstance that could result in any Losses or other adverse effect upon the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)Parent Indemnified Parties. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by As promptly as practicable, the Sellers in paragraphs corresponding Seller Parties will provide Buyer with a supplement or amendment to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section any matter, condition or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document occurrence which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be set forth or described by the Company or Sellers in the Seller Disclosure Schedules. For the avoidance of doubt, a matter, condition or occurrence shall only be "required" to be set forth or described in the Disclosure Schedules in order for such schedules if the failure to be true, correct and complete so disclosed would result in all material respects at and as a breach of the Closingapplicable representation or warranty (qualified by Material Adverse Effect where applicable) on the date hereof or on the Closing Date. In addition, it is understood Seller shall have the right at any time and agreed that, from time to time prior to the Closing, the Seller Representative may propose Closing to amend, supplement or revise amend the Disclosure Schedules. Seller may provide Disclosure Schedules with respect to any representation or warranty of this Agreement whether or not a specific schedule is referred to therein. In the event that any supplement or amendment of such matter. If Disclosure Schedules shall be provided later than five (5) business days prior to the Closing Date, the Buyer reasonably determines that an amendment, shall have the right to delay the Closing for a period of five (5) business days in order for Buyer to review such supplement or revision proposed by amendment. No such supplement or amendment shall be deemed to cure any breach of or alter any representation or warranty made in this Agreement so as to permit the Closing to occur unless Buyer specifically agrees thereto in writing. The Seller Parties shall promptly inform Buyer, and Buyer will promptly inform the Seller Representative satisfies Parties of any fact or event which comes to their attention, the terms and conditions existence of which constitutes or likely will constitute a breach in any material respects of any representation or warranty in this Section 6.14Agreement. In addition, such amendmentParent will, supplement or revision shall be effective for purposes within five (5) days of the indemnification obligations set forth in Section 9.1(a)(ireceipt thereof, forward to Seller (i) any title report Buyer receives from a title company with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing Real Estate and (ii) any written communication regarding a specific Lien or revising any representation made as title defect affecting a specifically identified parcel of the date hereofReal Estate sent to the President, Treasurer or otherwise curing General Counsel of Parent or the President or Corporate Counsel of any misrepresentation made as of the date hereofother Buyer Party, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described sent by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If a party other than the Seller Representative reasonably determines that an amendmentParties, supplement their legal counsel, financial advisors or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)representatives.

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from From time to time prior to the Closing, the Seller Representative Sellers may propose to amend, amend or supplement or revise the Seller Disclosure Schedules relating to any representation or warranty contained in ARTICLE 3 with respect to any matter that, if existing or occurring at or prior to the Closing Date, would have been required to be set forth or described on such mattera Disclosure Schedule or that is necessary to complete or correct any information in any representation or warranty contained in ARTICLE 3 (a “Disclosure Schedule Update”). If the Closing occurs, each Disclosure Schedule Update delivered to the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective deemed to modify the representations and warranties herein for purposes of Section 6.3(b) and ARTICLE 9 to the indemnification obligations extent that such Disclosure Schedule Update discloses facts, events or circumstances which occurred after the date of this Agreement, it being understood and agreed that any such Disclosure Schedule Update shall not be deemed to constitute a breach of the representations and warranties set forth in Article 3 for purposes of Section 6.3(b) unless the Buyer is entitled to but does not terminate this Agreement pursuant to Section 7.1(e). If the Disclosure Schedule Update discloses facts, events or circumstances which occurred prior to the date of this Agreement and which were required to be disclosed on the Disclosure Schedules but were not (such facts, events and circumstances, the “New Company Information”), then the New Company Information will not be deemed to cure any breaches of representations or warranties existing on the date hereof, including for purposes of determining the satisfaction of the condition set forth in Section 9.1(a)(i6.3(b) with respect to representations made at the Closingand, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the if a Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closingoccurs, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes entitled to make a claim in respect of any Damages incurred by any Buyer Indemnified Person arising out of or relating to the indemnification obligations set forth in Section 9.1(b)(i) with respect New Company Information under this Agreement pursuant to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)ARTICLE 9.

Disclosure Schedules. The inclusion of any information in the Seller Schedule or the Parent Schedule (acollectively, the “Disclosure Schedules”) The shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Disclosure Schedules shall Schedules, that such information is required to be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing listed in the Disclosure Schedules shall be deemed or that such items are material to disclose an exception to any representation Parent, Sub or warranty made in Article III unless it describes the relevant facts in such reasonable detail GT, as the context requires. A fact or matter disclosed case may be, nor shall the specification of any dollar amount in the Disclosure Schedules with respect be used in any dispute or controversy between the parties to one section determine whether any obligation, item or subsection shall be deemed to be disclosed with respect to matter (whether or not described herein or included in any Disclosure Schedule) is or is not material for purposes of this Agreement. The headings, if any, of the individual sections of each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules are inserted for convenience only and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect constitute a part thereof or a part of this Agreement. The Disclosure Schedules are arranged in sections corresponding to any other those contained herein merely for convenience. The parties acknowledge that this Agreement requires the inclusion (i) in each separate section or subsection of the Disclosure Schedules. Seller Schedule the disclosure of all information called for by the corresponding section herein, without regard for the fact that the same information may be called for in two or more sections herein and therefore should be disclosed on two or more sections of the Seller Schedule, and (bii) To in each separate section of the extent Parent Schedule the disclosure of all information called for by the corresponding section herein, without regard for the fact that any matter arises the same information may be called for in two or comes into existence between more sections herein and therefore should be disclosed on two or more sections of the date hereof Parent Schedule. Notwithstanding the foregoing (y) if despite GT’s reasonable good faith efforts to comply with such requirement, GT includes disclosure of certain information in one or more but less than all sections of the Seller Schedule that call for the disclosure of such information, and the Closing that relevance of the information to the section(s) in which it is required to be described by not disclosed is reasonably apparent on the Company or Sellers face of the disclosure in the section(s) where such information is disclosed, then GT shall be deemed to have disclosed such information in the sections of the Seller Schedule where such information is not disclosed and the failure of GT to include such information in the appropriate section(s) of the Seller Schedule shall not constitute an inaccuracy of representation or breach of warranty, and (z) if despite Parent’s reasonable good faith efforts to comply with such requirement, Parent includes disclosure of certain information in one or more but less than all sections of the Parent Schedule that call for the disclosure of such information, and the relevance of the information to the section(s) in which it is not disclosed is reasonably apparent on the face of the disclosure in the section(s) where such information is disclosed, then Parent shall be deemed to have disclosed such information in the sections of the Parent Schedule where such information is not disclosed and the failure of Parent to include such information in the appropriate section(s) of the Parent Schedule shall not constitute an inaccuracy of representation or breach of warranty. The Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations include matters set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer documents referenced in the Buyer Disclosure Schedules in order for such schedules but do not purport to be truedisclose any agreements, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior contracts or instruments entered into pursuant to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)Agreement.

Disclosure Schedules. (a) The Seller Disclosure Schedules shall be arranged by Schedule and the Sellers in paragraphs corresponding Buyers Disclosure Schedule referred to herein and delivered pursuant to and attached to this Agreement (collectively, “Disclosure Schedules”) are integral parts of this Agreement. The Company is responsible for preparing and arranging the subsections contained hereinSeller Disclosure Schedule and Buyers are responsible for preparing and arranging the Buyers Disclosure Schedule. Nothing in the a Disclosure Schedules Schedule shall be deemed adequate to disclose an exception to any a representation or warranty made in Article III herein, unless it the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in such reasonable detail detail, including by explicit cross-reference to another Disclosure Schedule to this Agreement. Without limiting the generality of the foregoing, the mere listing, or inclusion of a copy, of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein, unless the representation or warranty is being made as to the context requiresexistence of the document or other item itself. A fact or matter disclosed The inclusion of any information in the Disclosure Schedules with respect will not be deemed an admission or acknowledgement to any third party that such information is required to be listed in the Disclosure Schedules or that such items are material. The disclosure of any item in one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that as an agreement exception to a particular representation or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not warranty will be deemed to be disclosure adequately disclosed as an exception with respect to any all other section representations and warranties to the extent that the relevance of such item to such other representations or subsection warranties is reasonably apparent on its face, notwithstanding the presence or absence of the Disclosure Schedulesan appropriate cross-reference thereto. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from From time to time prior to the ClosingClosing Date, the Seller Representative may propose shall supplement, or amend and deliver updates to amend, supplement or revise the Seller Disclosure Schedules with respect Schedule (each a “Schedule Update”) that are necessary to complete, update or correct any information in such matter. If Seller Disclosure Schedule, or in any representation or warranty of Seller that has been rendered inaccurate since the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions date of this Agreement. Notwithstanding the foregoing, a Schedule Update shall not be given effect for the purpose of determining whether the condition of Closing in Section 6.14, such amendment, supplement or revision 7.02(a) has been satisfied and shall be effective for purposes of the indemnification obligations not limit Buyers’ termination right set forth in Section 9.1(a)(i) with respect to representations made at the Closing9.01(b)(i); provided however, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules event any Schedule Update would result in order for such schedules Buyers’ condition to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations Closing set forth in Section 9.1(b)(i7.02(a) to not be met and Buyers choose to consummate the transactions, Buyers shall be deemed to have irrevocably waived any right to indemnification pursuant to Article VIII with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)such Schedule Update.

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers any Seller Party in the Seller Party Disclosure Schedules in order for such schedules to be true, true and correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Sellers’ Representative may propose to amend, supplement or revise the Seller Party Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Sellers’ Representative satisfies the terms and conditions of this Section 6.146.12(a), such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations and warranties made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation or warranty made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii11.1(a)(ii). (cb) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, true and correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Sellers’ Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.146.12(b), such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations and warranties made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation or warranty made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules delivered pursuant to this Agreement shall be arranged by the Sellers in paragraphs corresponding to the subsections contained hereinwriting and shall qualify this Agreement. Nothing Descriptions of terms or documents summarized in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made qualified in Article III unless it describes their entirety by the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedulesdocuments themselves. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from From time to time prior to the Closing, Seller shall have the Seller Representative may propose right (but not the obligation) to amend, supplement or revise amend the Seller Disclosure Schedules hereto with respect to any such matter. If matter arising after the Buyer reasonably determines that an amendment, supplement or revision proposed by Signing Date and of which Seller did not have Knowledge prior to the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes Signing Date other than in respect of the indemnification obligations Fundamental Representations (each a “Schedule Supplement”). After Buyer’s receipt of any Schedule Supplement, Seller shall promptly provide Buyer with any information reasonably requested by Buyer with respect to the disclosure in the Schedule Supplement. Within 30 days following Buyer’s receipt of a Schedule Supplement where the disclosed matter could reasonably be expected to result, in Buyer’s good faith judgment, in a Loss to the Company exceeding $1.0 million and where Seller has not notified Buyer in connection with such Schedule Supplement that Seller will pay in full or expressly assume responsibility for any Losses resulting from such Schedule Supplement (which period may be extended prior to the expiration of the 30-day period by up to 15 days by written notice by Buyer to Seller if Buyer determines in good faith that it needs additional time to assess the disclosure in the Schedule Supplement), Buyer will have the right to terminate this Agreement in its sole discretion as a result of such Schedule Supplement (whether or not such Schedule Supplement constitutes or would reasonably be expected to constitute a Material Adverse Effect or result in a failure of one of the conditions set forth in Section 9.1(a)(i8.02). If Buyer does not exercise its termination right within such 30-day period (as it may be extended), Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to Article X before the Outside Date as a result of the Schedule Supplement and Buyer shall be entitled to seek indemnification in respect of the matters set forth in the Schedule Supplement in accordance with Section 9.02, but only to the extent the aggregate of all Losses relating to the Schedule Supplement exceed $1.0 million in the aggregate (the “Schedule Supplement Threshold”); provided that any Losses relating to the Schedule Supplement that exceed the Schedule Supplement Threshold shall remain and be subject to the limitations on indemnity set forth in Section 9.04(b), (c) and (d) (but not the first three sentences of Section 9.04(a)). Notwithstanding anything to the contrary set forth herein the Parties acknowledge and agree that the dollar amounts referenced in this Section 6.03(b) and the Schedule Supplement Threshold shall not be deemed to in any manner establish or create any standard of materiality for the Transaction Documents or any of the Transactions, including with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising determining whether any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of conditions set forth in Section 7.1 and Section 11.1(a)(iii)8.02 has been satisfied. (c) To All Section headings in the Disclosure Schedules correspond to the Sections of this Agreement, but information provided in any Section of the Disclosure Schedules shall constitute disclosure for purposes of each Section of this Agreement to the extent that any matter arises the relevance or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as applicability of the Closing, it is understood and agreed that, from time to time prior information disclosed to the Closingrepresentation, the Buyer may propose to amend, supplement warranty or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative covenant is reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)apparent on its face.

Disclosure Schedules. (a) The information in the Disclosure Schedules shall be is arranged by the Sellers in paragraphs corresponding to the subsections numbered and lettered sections contained herein. Nothing in this Agreement and the disclosures in any section of the Disclosure Schedules shall be responsive to or list exceptions to the particular paragraph of this Agreement listed and shall also be deemed to disclose be disclosed and incorporated in all other sections of the Disclosure Schedules where the relevance of such disclosure is reasonably apparent from the text of the disclosure. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Schedules (other than an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed expressly set forth in the Disclosure Schedules with respect to one section a specifically identified representation or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to warranty), the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified statements in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedulesthis Agreement will control. (b) To the extent that At any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time 7 days prior to the ClosingClosing Date, Seller Group shall be entitled to deliver to Buyer updates to the Disclosure Schedules, provided that (i) such updates are clearly marked as such, (ii) any changes to the original Disclosure Schedules are clearly identified, and (iii) any changes to the original Disclosure Schedules relate only to items or events occurring after the date of this Agreement or items or events of which Seller Group only becomes aware after the date of this Agreement. If such updates to the Disclosure Schedules reflect, individually or in the aggregate, matters that are or may be materially adverse to the business or operations of the Facilities or the Assets or otherwise negatively and materially impact the financial terms of the transactions contemplated by this Agreement from the perspective of Seller Group and Buyer, Buyer shall have the right, but not the obligation, to terminate the Agreement pursuant to Section 9.3. In the event Buyer does not have the right to terminate this Agreement or elects not to terminate this Agreement as a result of an update to the Disclosure Schedules and consummates the transaction contemplated hereby, the Buyer may propose to amend, supplement updated or revise the Buyer substitute Disclosure Schedules with respect shall replace, in whole or in part as the case may be, the Disclosure Schedules previously delivered hereunder for all purposes and will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder prior to such matterupdate as a result of the failure to disclose the matters now included in the updated Disclosure Schedules. If Notwithstanding anything contained herein to the Seller Representative reasonably determines that an amendmentcontrary, supplement or revision proposed by the Buyer satisfies the terms and conditions of nothing in this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i11.19(b) with respect to representations made at the Closing, but shall in no any way be effective for purposes of amendingrestrict, supplementing modify or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, eliminate Buyer’s right to bring a claim pursuant to Sections 10.1(b) and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i10.1(c).

Disclosure Schedules. (a) The There may be included in the Seller Disclosure Schedules shall be arranged by or the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Purchaser Disclosure Schedules shall be deemed (collectively, the “Disclosure Schedules”) items and information, the disclosure of which is not required either in response to disclose an express disclosure . 85 requirement contained in a provision hereof or as an exception to any representation one or warranty made more representations or warranties contained in Article II, Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect Article IV or to one section or subsection shall be deemed to be disclosed with respect to each other section more covenants contained in Article V. Inclusion of any items or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified information in any section or subsection of the Disclosure Schedules shall not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement. The Disclosure Schedules set forth items of disclosure with respect specific reference to the particular Section and/or subsection of this Agreement to which the items or information in such Disclosure Schedules relates; provided, however, that any information set forth in one section or subsection pertaining to the representations, warranties and covenants of the Seller Disclosure Schedules or the Purchaser Disclosure Schedules, as the case may be, shall be deemed to apply to each other section or subsection of the Disclosure Schedules. (b) To thereof pertaining to representations, warranties and covenants to the extent that any matter arises it is reasonably apparent on its face that it is relevant to such other sections or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in subsections of the Seller Disclosure Schedules or the Purchaser Disclosure Schedules, as the case may be. Any action taken by Seller or an Acquired Company in order for such schedules compliance with the covenants set forth in Sections 5.1(a)(ii) through (xvi) (including if the actions set forth in Sections 5.1(a)(ii) through (xvi) are taken with Purchaser’s prior written consent) shall be deemed to be true, correct and complete in all material respects at and as automatically update the relevant sections of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect (corresponding to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms ARTICLE II and conditions of ARTICLE III hereof) for all purposes under this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)Agreement. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in Seller may revise the Disclosure Schedules by delivering revised Disclosure Schedules to Buyer at least ten Business Days prior to the Closing Date. Buyer shall have the right to review the revised Disclosure Schedules for a period of five days after receipt thereof. At any time within such five-day time period, Buyer shall have the right to terminate this Agreement by delivery of a notice to Seller if the condition set forth in Section 8.02(a) would not be satisfied if the delivery of revised Disclosure Schedules were not permitted hereunder. This notice, if given, shall specify the information forming the basis for the decision to terminate. Seller shall have five days after receipt of such notice to review with Buyer the information forming the basis of the decision to terminate and to attempt to agree on corrective measures, if any. If the parties cannot agree on corrective measures within such five-day period, then this Agreement shall terminate. If this Agreement is not terminated as permitted by this Section, Buyer shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in have accepted such reasonable detail as the context requires. A fact or matter disclosed in revisions, and the Disclosure Schedules with respect attached to one section or subsection this Agreement as of the Effective Date shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate superseded by the revised Disclosure Schedules; provided that to the extent it that any such revised information reflects any fact, event or occurrence that existed or occurred prior to the Effective Date, such revised information shall not be deemed to have been given for purposes of determining whether Seller has breached any representation or warranty contained in Article 3 or 10 or determining whether Buyer or any of its Affiliates shall be entitled to indemnification in respect thereof. (b) No reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter is clear from reading material or that such item or other matter is required to be referred to or disclosed in the face Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation will be construed as an admission or indication that any such breach or violation exists or has actually occurred. The exceptions, modifications, descriptions and disclosures in the Disclosure Schedule (are made for all relevant purposes of this Agreement and not are exceptions by Seller to all representations and warranties set forth in this Agreement or in any other agreement or other document referred instrument delivered under this Agreement to therein or attached thereto) that such disclosure is applicable to such other sections or subsections the extent readily apparent from a reasonable reading of the Disclosure Schedules and provided such other sections of the Agreement that an agreement or such disclosure is also applicable to other document which is merely listed or identified in sections of the Agreement, notwithstanding any section or subsection references contained therein. The parties acknowledge and agree that (i) the Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of Buyer and (ii) the disclosure by Seller of any matter in the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of constitute an acknowledgment by Seller that the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described disclosed by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement Agreement or revision shall be effective for purposes of that the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)matter is material. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer Unless otherwise defined in the Buyer Disclosure Schedules, all capitalized terms used in the Disclosure Schedules will have the meanings ascribed to them in order for such schedules this Agreement. The attachments to be true, correct and complete in all material respects at and as the Disclosure Schedules form an integral part of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed and are incorporated by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective reference for all purposes of the indemnification obligations as if set forth fully in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)Disclosure Schedules.

Disclosure Schedules. (a) The Polycom Companies and Seller have prepared the schedules to Article 3 and Article 4 attached to this Agreement (individually, a “Schedule” (as applicable) and collectively, the “Polycom Disclosure Schedules shall be arranged by Schedule”) and delivered them to Buyer on the Sellers in paragraphs corresponding to the subsections contained hereinAgreement Date. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter Any information disclosed in the Disclosure Schedules with respect to one section or subsection a Schedule shall be deemed to be disclosed to Buyer with respect to each other section or subsection where such disclosure is appropriate representation and warranty in Article 3 and Article 4 to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable contains such information so as to enable a reasonable person to determine that such disclosure qualifies or otherwise applies to such other sections representation or subsections warranty. The Polycom Disclosure Schedule shall not vary, change or alter the language of the representations and warranties contained in this Agreement except as expressly contemplated by this Agreement. Neither the specification of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Polycom Disclosure Schedules and provided Schedule is intended to imply that an agreement such amount, or higher or lower amounts, or the item so included or other document which is merely listed items, are or identified are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any section dispute or subsection controversy between the parties as to whether any obligation, item or matter not described herein or included in the Polycom Disclosure Schedule is or is not material for purposes of the this Agreement. The Polycom Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection Schedule is incorporated herein and expressly made a part of the Disclosure Schedulesthis Agreement as though completely set forth herein. (b) To Buyer has prepared the schedules to Article 5, attached to this Agreement (individually, a “Buyer Schedule” (as applicable) and collectively, the “Buyer Disclosure Schedule”) and delivered them to Seller on the Agreement Date. Any information disclosed in a Buyer Schedule shall be deemed to be disclosed to Seller with respect to each other representation and warranty in Article 5 on each other Buyer Schedule of the Buyer Disclosure Schedule to the extent that any matter arises such disclosure contains such information so as to enable a reasonable person to determine that such disclosure qualifies or comes into existence between otherwise applies to such representation or warranty. The Buyer Disclosure Schedule shall not vary, change or alter the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as language of the Closingrepresentations and warranties contained in this Agreement. Neither the specification of any dollar amount in any representation, it is understood and agreed that, from time to time prior to warranty or covenant contained in this Agreement nor the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to inclusion of any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer specific item in the Buyer Disclosure Schedules in order for Schedule is intended to imply that such schedules to be trueamount, correct or higher or lower amounts, or the item so included or other items, are or are not material, and complete in all material respects at and as no Person shall use the fact of the Closingsetting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement item or revise matter not described herein or included in the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement Schedule is or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective is not material for purposes of the indemnification obligations this Agreement. The Buyer Disclosure Schedule is incorporated herein and expressly made a part of this Agreement as though completely set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)herein.

Disclosure Schedules. Reference is hereby made to that certain Securities Purchase Agreement (a) The the “Agreement”), dated as of February 16, 2018, between AIT Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. Section references herein are to sections of the Agreement. These Disclosure Schedules shall be arranged by are provided on the Sellers in paragraphs corresponding terms and subject to the subsections contained hereinconditions of the Agreement. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty Any disclosure made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the these Disclosure Schedules with respect reference to one any section or subsection schedule of the Agreement shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be a disclosure with respect to any other section or subsection schedule of the Agreement (regardless of whether or not a specific cross-reference is made thereto) to the extent its relevance to such other section or schedule is reasonably apparent on its face. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in these Disclosure Schedules. ; these Disclosure Schedules may contain items that are not material (bor otherwise required to be disclosed) To in order to avoid any misunderstanding, or otherwise for informational purposes. Accordingly, the extent disclosure or inclusion of information in these Disclosure Schedules (including the specification of any dollar amount herein or in the Agreement, or the inclusion of any specific item herein) is not intended as and shall not be deemed to be an acknowledgement or admission that any matter arises or comes into existence between the date hereof and the Closing that such information is required to be described by disclosed or is material for purposes of the Company or Sellers representations and warranties set forth in the Seller Agreement. Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any Law, is not an admission that such matterbreach, violation or default has occurred. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective The information contained in these Disclosure Schedules is disclosed solely for purposes of the indemnification obligations set forth in Section 9.1(a)(i) Agreement, and no information contained herein (including any disclosure relating to any possible breach or violation of, or conflict with, any Law or contract, and any statements with respect to representations made at the Closingenforceability of contracts, but or the existence or non-existence of third-party rights) shall in no way be effective for purposes deemed to be an admission by any party to the Agreement to any third party of amending, supplementing or revising any representation made as of the date hereofmatter whatsoever, or otherwise curing give rise to any misrepresentation made as claim or benefit to any third party. These Disclosure Schedules and the information and disclosures contained herein are intended only to qualify the representations or warranties contained in the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties. Where the terms of a contract or other item have been summarized or described in these Disclosure Schedules, such summary or description does not purport to be a complete statement of the date hereofmaterial terms of such contract or other item, and shall be disregarded all such summaries and descriptions are qualified in their entirety by reference to the contract or item being summarized and/or described. The information provided in these Disclosure Schedules is being provided solely for purposes the purpose of Section 7.1 making disclosures to the Purchasers under the Agreement. In disclosing this information, the Company does not waive, and Section 11.1(a)(iii). (c) To the extent that expressly reserves any matter arises rights under, any attorney-client privilege associated with such information or comes into existence between the date hereof and the Closing that is required to be described any protection afforded by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules work-product doctrine with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth matters disclosed or discussed herein. The headings and introductions used in Section 9.1(b)(i) with respect these Disclosure Schedules have been included for convenience only, and are not intended to representations made at limit the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as effect of the date hereof, disclosures contained herein or otherwise curing any misrepresentation made as to expand the scope of the date hereof, and shall information required to be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)disclosed herein.

Disclosure Schedules. (a) The Disclosure Each disclosure schedule delivered pursuant to this Agreement (each a “Schedule” and collectively, the “Schedules”) shall be in writing and shall qualify this Agreement, subject to the terms and conditions of this Agreement. Descriptions of terms or documents summarized in the Schedules shall be arranged qualified in their entirety by the Sellers documents themselves. (b) From the date hereof until the Closing Date, Seller may disclose to Buyer in paragraphs corresponding writing any development, fact or circumstance (in the form of a supplement or amendment to the subsections contained herein. Nothing Seller Schedules) with respect to any matter (i) that was required to be disclosed by the terms of this Agreement to be set forth or described in any of the Seller Schedules on the date of this Agreement but that was not so disclosed (a “Corrective Disclosure”), or (ii) arising after the date of this Agreement that, if existing as of the date of this Agreement, would have been required to be set forth or described in any of the Seller Schedules or that is otherwise necessary to correct any information in the Seller Schedules that has been rendered inaccurate by any such matter (a “Supplemental Disclosure”). (i) Any such Supplemental Disclosure Schedules shall amend and supplement the appropriate Seller Schedule(s) delivered on the date of this Agreement and shall be deemed to disclose an exception have cured any misrepresentation or breach of representation, warranty or covenant made in this Agreement that otherwise might have existed hereunder by such inaccuracy or breach and Buyer shall not have any claim (whether for indemnification under Article IX (Indemnification), Buyer’s termination rights under Article VIII (Termination), or otherwise) against Seller or its Affiliates for any such inaccuracy or breach; provided, however, such Supplemental Disclosure shall not be deemed to have cured any such misrepresentation or breach of representation, warranty or covenant made in this Agreement for purposes of determining whether or not the conditions to Closing set forth in Article VII (Conditions Precedent) have been satisfied or for the purposes of Buyer’s ability to terminate this Agreement pursuant to Article VIII (Termination). (ii) No Corrective Disclosure shall be deemed to cure any breach of any representation or warranty made in this Agreement or limit or modify Buyer’s rights under this Agreement (whether for indemnification under Article III unless it describes IX (Indemnification), Buyer’s termination rights under Article VIII (Termination) or otherwise), including for purposes of determining whether or not the relevant facts conditions to Closing set forth in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule Article VII (and not any other agreement or other document referred to therein or attached theretoConditions Precedent) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Scheduleshave been satisfied. (biii) To Upon receipt of any Corrective Disclosure or Supplemental Disclosure provided to Buyer pursuant to this Section 6.9(b), Buyer shall, notwithstanding anything to the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to contrary contained herein, be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time afforded no more than ten (10) Business Days prior to the ClosingClosing to review such Corrective Disclosure or Supplemental Disclosure and, if necessary, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision Outside Date shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect extended to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)accommodate such period. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The information in the Disclosure Schedules shall be is arranged by the Sellers in paragraphs corresponding to the subsections numbered and lettered sections contained herein. Nothing in this Agreement and the disclosures in any section of the Disclosure Schedules shall be responsive to or list exceptions to the particular paragraph of this Agreement listed and shall also be deemed to disclose be disclosed and incorporated in all other sections of the Disclosure Schedules where the relevance of such disclosure is reasonably apparent from the text of the disclosure. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Schedules (other than an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed expressly set forth in the Disclosure Schedules with respect to one section a specifically identified representation or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to warranty), the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified statements in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedulesthis Agreement will control. (b) To the extent that At any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time 7 days prior to the ClosingClosing Date, Sellers shall be entitled to deliver to LifePoint Sub updates to the Disclosure Schedules, provided that (i) such updates are clearly marked as such, (ii) any changes to the original Disclosure Schedules are clearly identified, and (iii) any changes to the original Disclosure Schedules relate only to items or events occurring after the date of this Agreement or items or events of which Sellers only becomes aware after the date of this Agreement. If such updates to the Disclosure Schedules reflect, individually or in the aggregate, matters that are or may be materially adverse to the business or operations of the Facilities or the Assets or otherwise negatively and materially impact the financial terms of the transactions contemplated by this Agreement from the perspective of Sellers, LifePoint Sub or the Joint Venture, LifePoint Sub shall have the right, but not the obligation, to terminate the Agreement pursuant to Section 9.3. In the event LifePoint Sub does not have the right to terminate this Agreement or elects not to terminate this Agreement as a result of an update to the Disclosure Schedules and consummates the transaction contemplated hereby, the Buyer may propose to amend, supplement updated or revise the Buyer substitute Disclosure Schedules with respect shall replace, in whole or in part as the case may be, the Disclosure Schedules previously delivered hereunder for all purposes and will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder prior to such matterupdate as a result of the failure to disclose the matters now included in the updated Disclosure Schedules. If Notwithstanding anything contained herein to the Seller Representative reasonably determines that an amendmentcontrary, supplement or revision proposed by the Buyer satisfies the terms and conditions of nothing in this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i11.19(b) with respect to representations made at the Closing, but shall in no any way be effective for purposes of amendingrestrict, supplementing modify or revising any representation made as of eliminate LifePoint Sub’s or the date hereof, or otherwise curing any misrepresentation made as of the date hereof, Joint Venture’s right to bring a claim pursuant to Sections 10.1(b) and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i10.1(c).

Disclosure Schedules. (a) 12.11.1. The RBPI Disclosure Schedules shall be arranged by Schedule and the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the BMBC Disclosure Schedules Schedule shall be deemed to disclose an exception to any representation or warranty made part of this Agreement and are fully incorporated into this Agreement by reference. Any reference in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any a particular section or subsection of either the RBPI Disclosure Schedules Schedule or the BMBC Disclosure Schedule shall not only be deemed a reference to, an exception to be or a modification of (or, as applicable, a disclosure with respect to for purposes of) (a) the representations and warranties or covenants, as applicable, of the relevant party that are contained in the corresponding section or subsection of this Agreement, and (b) any other section or subsection of the RBPI Disclosure SchedulesSchedule or the BMBC Disclosure Schedule, as applicable (and accordingly any other representations, warranties or covenants of such party contained in the corresponding section or subsection of this Agreement), but only if the relevance of that reference as an exception to or a modification of (or a disclosure for purposes of) such representations, warranties and covenants of the relevant party, whether or not an explicit cross‑reference appears, to such other section or subsection is reasonably apparent on the face of such disclosure. Nothing in the RBPI Disclosure Schedule or the BMBC Disclosure Schedule shall be deemed adequate to disclose an exception to or a modification of a representation or a warranty unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. (b) To 12.11.2. During the extent that period from the date of this Agreement to the Effective Time, each party will promptly notify the other party in writing of any matter arises hereafter arising which, if existing, occurring or comes into existence between known at the date hereof and the Closing that is of this Agreement, would have been required to be set forth or described by the Company in its Disclosure Schedule to Article 4 or Sellers Article 5, as applicable, or which is necessary to correct any information in the Seller its Disclosure Schedules in order for Schedule that has been rendered materially inaccurate thereby. Each such schedules notice shall include, or be accompanied by, a proposed supplement or amendment to such Party’s Disclosure Schedule regarding such matter (a “Schedule Supplement”). Each such Schedule Supplement shall be deemed to be trueincorporated into and to supplement and amend RBPI Disclosure Schedule or BMBC Disclosure Schedule, correct and complete in all material respects at and as of the Closingapplicable, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof this Agreement and the Closing Date; provided, however, that if the matter which is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as subject of the Closing, it is understood Schedule Supplement constitutes or relates to something that could provide BMBC with a right to terminate this Agreement in accordance with Section 11.1.4 and agreed that, from time BMBC does not elect to time terminate this Agreement prior to the Closingearlier of (i) five (5) Business Days after the expiration of the applicable cure period and (ii) the Termination Date, the Buyer may propose then BMBC shall be deemed to amend, supplement or revise the Buyer Disclosure Schedules with respect have irrevocably waived any right to any terminate this Agreement on account of such matter. If the Seller Representative reasonably determines that an amendment, supplement No investigation by a party or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision its representatives shall be effective for purposes deemed to modify or waive any representation, warranty, covenant or agreement of the indemnification obligations other party or its subsidiary bank set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereofthis Agreement, or otherwise curing any misrepresentation made as the conditions to the respective obligations of BMBC and RBPI to consummate the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)transactions contemplated hereby.

Disclosure Schedules. Within 30 days of the Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (ai) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have a period that ends on October 3, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to disclose an exception to have cured any inaccuracy in or breach of any representation or warranty made contained in Article III unless it describes this Agreement, including for purposes of the relevant facts indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such reasonable detail as Disclosure Schedule or Schedule Supplement, to terminate this Agreement by the context requiresend of the Schedule Review Period. A fact From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or matter disclosed in amend the Disclosure Schedules hereto with respect to one section any matter hereafter arising or subsection shall be deemed to be disclosed with respect to of which it becomes aware of after the date hereof (each other section or subsection where such a “Schedule Supplement”). Any disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules such Schedule Supplement shall not be deemed to be disclosure with respect to have cured any other section inaccuracy in or subsection breach of the Disclosure Schedules. (b) To the extent that any matter arises representation or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers warranty contained in the Seller Disclosure Schedules in order for such schedules to be truethis Agreement, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 9.1(a)(i) 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to representations made at the Closingsuch matter and, but further, shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of have irrevocably waived its right to indemnification under Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. Within 30 days of the Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (ai) The the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have a period that ends on October 3, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be arranged deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such Disclosure Schedule or Schedule Supplement, to terminate this Agreement by the Sellers in paragraphs corresponding end of the Schedule Review Period. From time to time after the end of the Schedule Review Period and prior to the subsections Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained hereinin this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter. Nothing Notwithstanding any of the foregoing in this Section 6.15, Seller shall deliver to Purchaser on the Amendment Date the Amendment Disclosure Schedules. Any disclosure in an Amendment Disclosure Schedules shall be deemed to disclose an exception to have cured any inaccuracy in or breach of any representation or warranty made contained in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be truethis Agreement, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) 2.3 have been satisfied. AMENDMENT No. 5 To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).Purchase And Sale Agreement

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Seller Disclosure Schedules shall be deemed to disclose an exception to any a representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. The Seller Disclosure Schedule shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. A fact or matter disclosed in the Seller Disclosure Schedules Schedule with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Seller Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) section. To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in Article III of the Seller Disclosure Schedules (or by Buyer in the Buyer Disclosure Schedules) in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, between the date hereof and the Closing, the Sellers may amend, supplement or revise Article III of the Seller Representative Disclosure Schedules (and Buyer may propose to amend, supplement or revise the Seller Buyer Disclosure Schedules Schedules) with respect to any such matter. If ; provided that the Buyer reasonably determines that an amendmentdisclosure provided in any such amended, supplement supplemented or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but revised schedule shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing 7.1 or revising any representation made as of the date hereof, 8.1 hereof or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)) or 11.1(a)(ii) hereof.

Disclosure Schedules. Between the Effective Date and the First Closing Date, Transferors shall use Transferors’ reasonable best efforts to promptly correct and supplement the information set forth on the Disclosure Schedules delivered by Transferors pursuant to this Agreement in order to cause such Disclosure Schedule to remain correct and complete in all respects. Transferors’ delivery to the Planet 13 Parties of any corrections or supplements shall, without further notice or action on the part of Transferors or Buyer, immediately and automatically constitute an amendment to the Disclosure Schedule to which such corrections and supplements relate; provided, however, that solely for purposes of determining whether the condition precedent pursuant to Section 7.3.(a) has been satisfied, or whether Buyer has the right to terminate this Agreement pursuant to Section 8.1), any such amendment to the Disclosure Schedule shall be disregarded. (a) The information in the Disclosure Schedules constitutes: (i) exceptions to particular representations, warranties, covenants and obligations of Transferors as set forth in this Agreement; or (ii) descriptions or lists of assets and other items referred to in this Agreement. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the Disclosure Schedules shall control. (b) The Disclosure Schedules shall be arranged deemed to be a part of this Agreement and are fully incorporated into this Agreement by the Sellers in paragraphs corresponding to the subsections contained hereinreference. Nothing Any capitalized terms used in the Disclosure Schedules but not otherwise defined therein shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes have the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable meanings ascribed to such other sections or subsections terms in this Agreement. The inclusion of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified any item referenced in any one section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect refer to (a) the corresponding section or subsection of this Agreement and (b) any other section or subsection of the Disclosure Schedules. Schedules (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior accordingly to the Closing, the Seller Representative may propose to amend, supplement applicable sections or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions subsections of this Section 6.14Agreement), whether or not an explicit cross-reference appears, if the applicability of such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior item to the Closing, other section or subsection is reasonably apparent on the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any face of such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).disclosure

Disclosure Schedules. The inclusion of any information (aincluding dollar amounts) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules schedules to this Agreement shall not be deemed to be disclosure with respect to an admission or acknowledgment by any other section or subsection of the Disclosure Schedules. (b) To the extent Party that any matter arises or comes into existence between the date hereof and the Closing that such information is required to be described listed on such section of the relevant schedule or is material to or outside the Ordinary Course of Business of any Person. The information contained in this Agreement, the Exhibits hereto and the schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever (including any violation of any Law or breach of contract). Unless the context otherwise requires, all capitalized terms used in the schedules shall have the respective meanings assigned in this Agreement. From and after the Execution Date until the earlier of two Business Days prior to the Closing Date or the termination of this Agreement in accordance with its terms, the Agent shall notify the Buyer Parties of any changes, additions, or events which cause any material change in or addition to any of the schedules delivered by the Company or Sellers in Seller Parties to the Buyer Parties on the Execution Date (collectively, the “Seller Disclosure Schedules”) promptly after the Agent becomes aware of the same by delivery of appropriate updates to the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, Buyer Parties. To the Seller Representative may propose extent such supplemental disclosures to amend, supplement or revise the Seller Disclosure Schedules relate to matters approved in writing by a Senior Vice President of Parent in accordance with the terms of this Agreement (including Section 8.1 (the “Approved Disclosures”)), such supplemental disclosures shall amend and supplement the Seller Disclosure Schedules delivered on the Execution Date. If the matters disclosed in such supplemental disclosures to the Seller Disclosure Schedules provided to the Buyer Parties have had or would reasonably be expected to have a Material Adverse Effect, the Buyer Parties may terminate this Agreement pursuant to Section 11.1(f) or this Section 13.6 if the Buyer Parties so notify the Agent within 10 Business Days after receiving such supplemental disclosures, after which Buyer Parties shall be deemed to have waived their rights to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to this Section 13.6 with respect to the information contained in such supplemental disclosures. Except as provided in the immediately preceding sentence, any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by supplemental disclosures to the Seller Representative satisfies the terms and conditions Disclosure Schedules (other than any Approved Disclosures) shall be ignored for all purposes of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of Agreement including the indemnification obligations set forth provisions in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof Article XII and the Closing that is required to be described by the Buyer representations and warranties contained herein other than in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules connection with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)Fraud assertion.

Disclosure Schedules. (a) The This document comprises the Disclosure Schedules referred to in the Credit Agreement (the “Agreement”) dated as of August 1, 2005 by and among EH/Transeastern, LLC, a Delaware limited liability company and TE/TOUSA Senior, LLC, a Delaware limited liability company (collectively, the “Borrowers”), the Lenders from time to time party thereto and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders. All capitalized terms used, but not otherwise defined herein, shall be arranged by have the Sellers meaning ascribed to them in paragraphs corresponding the Agreement. The representations and warranties of the Borrowers contained in Section 4 of the Agreement are made and given subject to the subsections contained hereindisclosures in these Disclosure Schedules. Nothing Any disclosures made with respect to a section of Section 4 in the these Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes qualify (a) the relevant facts in such reasonable detail as corresponding section of Section 4 of the context requires. A fact or matter disclosed in Agreement and (b) other sections of Section 4 of the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate Agreement to the extent it is clear (notwithstanding the absence of a specific cross reference) from a reading of the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) disclosure that such disclosure is applicable (i) applies to such other sections or subsections and (ii) contains sufficient detail to enable a reasonable person to recognize the relevance of such disclosure to such other sections. Certain matters set forth in these Disclosure Schedules are included solely for informational purposes for the convenience of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified parties to the Agreement. The inclusion of any information in any section or subsection of the these Disclosure Schedules shall not be deemed to be disclosure with respect to any other section an admission or subsection acknowledgement, in and of itself, that such information (i) is required by the terms of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required Agreement to be described by disclosed, (ii) is material to the Company applicable Borrower, (iii) has had or Sellers in would reasonably be expected to have material adverse effect or (iv) is outside the Seller ordinary course of business of the Borrowers. These Disclosure Schedules are qualified in order for such schedules their entirety by reference to be true, correct and complete in all material respects at and as the specific provisions of the Closing, it is understood Agreement and agreed that, from time are not intended to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereofconstitute, and shall not be disregarded for purposes construed as constituting any additional representation or warranty or covenant of Section 7.1 the Borrowers, except as and Section 11.1(a)(iii). (c) To to the extent that any matter arises expressly provided in these Disclosure Schedules or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be trueAgreement. None. None. None. None. None. None. Olympia Pointe • Phase I Environmental Assessment • Ardaman & Associates, correct Inc. • June 18, 2004 and complete in all material respects at June 14, 2005 • Phase I & Limited Phase II • Ardaman & Associates, Inc. • October 22, 2003 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • October 6, 2003 Laguna Lakes • Phase I Environmental Assessment • Ardaman & Associates, Inc. • March 9, 2001 and as June 10, 2005 • Phase II Environmental Assessment • Ardamon & Associates, Inc. • March 29, 2001 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • March 26, 2001 Coral Lakes • Phase I Environmental Assessment • Ardaman & Associates, Inc. • May 27, 2003 and June 8, 2005 Cypress Landing • Phase I Environmental Assessment • Ardaman & Associates, Inc. • August 12, 2002 and June 13, 2005 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • July 29, 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇ • Environmental Site Assessment — Phase I and Update • US South Engineering & Testing Lab, Inc. • April 18, 2003 and Jun 20, 2005 • Report of Subsurface Investigation and Recommendations Foundation Recommendation • US South Engineering & Testing Lab, Inc. • April 18, 2003 Note: Property is located within secondary zone of the ClosingEagle Protection Zone Bayshore • Phase I Environmental Assessment Report • Ardaman & Associates, it is understood Inc. • August 3, 2004 and agreed thatJune 9, from time to time prior to the Closing2005 • Environmental Due Diligence Report • Calusa Coast Ecologist, the Buyer may propose to amendInc. • August 18, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment2004 • Surface Soil Exploration • Ardaman & Associates, supplement or revision proposed by the Buyer satisfies the terms Inc. • August 26, 2▇▇▇ ▇▇▇ ▇▇▇▇▇ • Phase I Environmental Assessment and conditions of this Section 6.14Update • Universal Engineers • September 17, such amendment2003 and July 15, supplement or revision shall be effective for purposes 2005 • Eagle Study • B▇▇▇▇▇ Environmental Consultants, Inc. • • May 2004 April 15, 2004 • Protected Species Survey • US Department of the indemnification obligations set forth in Section 9.1(b)(iInterior • April 30, 2003 • Geotechnical Exploration Phase 1 & 2 • Allied Engineering & Testing, Inc. • December 18, 2003 • Test Pit Report • Cultural Resource Assessment • Allied Engineering & Testing, Inc. • November 2003 • Archeological Consultants, Inc. D▇▇▇▇▇▇ Landing • Phase I Environmental Assessment and Update • Universal Engineering Sciences • April 2002 and June 1, 2005 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • May 13, 2002 • Report of Geotechnical Exploration • Nordarse Associates, Inc. • November 4, 2002 Independence • Phase I Environmental Assessment • Ardaman & Associates, Inc. • May 16, 2002 and April 14, 2005 Independence (I) with respect to representations made at the ClosingIndependence (I) • Phase I Environmental Assessment • Ardaman & Associates, but shall in no way be effective for purposes of amendingInc. • M▇▇▇▇ ▇▇, supplementing or revising any representation made as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇) • Phase I Cultural Resource Survey of the date hereofSignature Lakes P.D. • Southeast Archeological Research, or otherwise curing any misrepresentation made as Inc. • June 2003 Westyn Bay • Phase I Environmental Assessment provided by West G▇▇▇▇▇ Ventures, LLLP • Universal Engineering Sciences • August 2003 and June 5, 2005 • Phase II Environmental Assessment provided by West G▇▇▇▇▇ Ventures, LLLP • • • Universal Engineering Sciences Ardaman & Associates, Inc. Universal Engineering Sciences • • • August 1999 January 24, 2003 August 17, 2001 • Subsurface Soil Exploration • Universal Engineering Sciences • Geotechnical Exploration Report • Geotechnical Exploration Report • September 30, 2003 Metro West • Phase I Environmental Assessment and Update • N▇▇▇▇▇▇ & Associates, Inc. • October 23, 2003 and June 21, 2005 • Report of Subsurface Exploration & Geotechnical Engineering Evaluation • N▇▇▇▇▇▇ & Associates, Inc. • June 22, 2004 • Environmental Assessment • M▇▇▇▇▇ S▇▇▇▇▇ C▇▇▇▇▇ ▇▇▇▇▇ • September 9, 2003 M▇▇▇ Park • Phase I Environmental Assessment and Update • N▇▇▇▇▇▇ & Associates, Inc. • May 9, 2003 and June 23, 2005 • Subsurface Exploration and Geotechnical Engineering Evaluation Cornerstone at Lake H▇▇▇ — Parcel B • N▇▇▇▇▇▇ & Associates, Inc. • • November 12, 2003 July 2, 2004 • Design Phase Subsurface Exploration and Geotechnical Engineering Evaluation/Lake H▇▇▇ ▇.▇. — Lot 10 • N▇▇▇▇▇▇ Associates, Inc. • May 9, 2003 • Cursory Environmental Assessment • M▇▇▇▇▇ S▇▇▇▇▇ C▇▇▇▇▇ ▇▇▇▇▇ Young Pines • Phase I Environmental Assessment and Update • Nordarse Associates, Inc. • August 27, 2003 and June 23, 2005 • Geotechnical Engineering Evaluation Parcel 3 • Nordarse Associates, Inc. • May 21, 2004 • Geotechnical Engineering Evaluation Parcel 2 • Nordarse Associates, Inc. • April 27, 2004 • Report of Preliminary Geotechnical Exploration • Nordarse Associates, Inc. • September 12, 2003 • Environmental Assessment • M▇▇▇▇▇ S▇▇▇▇▇ C▇▇▇▇▇ ▇▇▇▇▇ • December 31, 2003 Legacy Park • Phase I Environmental Assessment • Universal Engineering Sciences • January 23, 2003 and June 1, 2005 • Phase I Environmental Assessment provided by Legacy Park Ventures, LLLP • Universal Engineering Sciences • May 9, 2001 • Phase II Environmental Assessment • Universal Engineering Sciences • January 24, 2003 • Geotechnical Exploration Report • Universal Engineering Sciences • August 26, 2002 B▇▇▇▇▇▇ • Phase I and Phase II Environmental Assessment and Update • Universal Engineering Sciences • August 2004 and June 20, 2005 • Cultural Resource Survey and Assessment • SouthArc, Inc. • December 8, 2004 • Bald Eagle Nest Memo • M▇▇▇▇▇ S▇▇▇▇▇ C▇▇▇▇▇ ▇▇▇▇▇ • May 26, 2▇▇▇ ▇▇▇▇▇ ▇▇▇ Golf & Tennis • Report of the date hereofGeotechnical Investigation • D▇▇▇▇▇▇▇ Engineering Services Incorporated • October 22, 2004 Live Oak II • Report of the Roadway Classification & Pond Boring • D▇▇▇▇▇▇▇ Engineering Services Incorporated • March 6, 2003 • Environmental Site Assessment and shall be disregarded Update • HSA Engineers • November 2002 and June 28, 2005 • Transmittal of Test Pit Observation • D▇▇▇▇▇▇▇ Engineering Services Incorporated • May 24, 2002 Grand Hampton • Phase I Environmental Assessment and Update • Land Assessment Services, Inc. • November 14, 2003 and June 16, 2005 H▇▇▇▇▇ • Phase I Environmental Site Assessment • Ardaman & Associates, Inc. • October 22, 2004 • Phase II Environmental Site Assessment • Empire Environmental • January 5, 2005 • Report of the Preliminary Geotechnical Investigation • D▇▇▇▇▇▇▇ Engineering Services Incorporated • September 8, 2004 Tradition • EDR Radius Map Report • Environ., Safety & Health, LC • July 16, 2003 • Phase I Environmental Assessment • Synergetic Environ. Services, Inc. • April 30, 2002 • Phase I Environmental Assessment • Envirospec, Inc. • July 14, 2005 Versailles • Phase I Environmental Assessment • Arcadis Geraghley & M▇▇▇▇▇ • November 6, 2000 • Preliminary Geotechnical Investigation • Allterra Engineering • March 26, 2001 • Source Removal Report • Arcadis Geraghley & M▇▇▇▇▇ • December 14, 2000 • Phase I Environmental Assessment • D▇▇▇▇▇▇▇▇▇▇▇ • June 22, 2▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Phase I/II Environmental Site Assessment • Empire Environmental November 18, 1999 and July 13, 2005 W▇▇▇▇▇▇▇ Island • Limited — Scope Phase II Environmental Site Assessment • E▇▇▇▇ Environmental and Geosciences • September 2003 • Limited Site Assessment Report • E▇▇▇▇ Environmental and Geosciences May 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇ / D▇▇▇▇ Road 2 • Phase I Environmental Assessment and Update • Access Environmental Associates, Inc. • July 24, 2003 and June 1, 2005 Development Issues Letter • P▇▇▇▇▇▇ H▇▇▇▇▇▇ • September 1, 2004 Cummer • Phase I Environmental Assessment and Update • United Consulting • January 28, 2004 and July 5, 2005 • Phase II Environmental Site Assessment • United Consulting • March 10, 2004 • Environmental Site Assessment • Environmental Resource Solutions, Inc. • July 23, 2004 • Preliminary Geotechnical Exploration • United Consulting • January 23, 2004 • Cummer Land Trust Due Diligence Property Report • P▇▇▇▇▇▇ H▇▇▇▇▇▇ • December 1, 2003 K▇▇▇▇▇▇ Town • Geotechnical Investigation submitted to Beazer Homes, Inc. • G▇▇▇▇▇ Associates, Inc. • November, 2003 September, 2002 Center/K▇▇▇▇▇▇ Pointe • Phase I Environmental Assessment • G▇▇▇▇▇ Associates, Inc. • and July 1, 2005 K▇▇▇▇▇▇ Commons/Vizcaya • Phase I Environmental Assessment • N▇▇▇▇▇▇ Environmental of Florida, Inc. • January, 2002 and June 1, 2005 • Phase II Environmental Site Assessment • Empire Environmental • July 10, 2003 • Follow-up Phase II • Empire Environmental • November 4, 2▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ • Due Diligence Geotechnical Study • D▇▇▇▇▇▇▇▇▇▇▇ Engineering and Testing, Inc. • March 2005 • Enhanced Phase I Environmental Site Assessment • D▇▇▇▇▇▇▇▇▇▇▇ Engineering and Testing, Inc. • March 2005 Tampa 301 • Phase I Environmental Assessment and Update • Empire Environmental • August 6, 2004 and July 14, 2005 Lake B▇▇▇▇▇ Sound • Transeastern did not order environmental reports for purposes of Section 8.1 this project • N/A • N/A Weston Reserve • Transeastern did not order environmental reports for this project • N/A • N/A Westwood • Environmental Assessment • B▇▇▇▇▇ Environmental Consultants, Inc. • July 3, 2002 • Geotechnical Recommendations • GFA International • February 17, 2004 • Phase I Environmental Assessment • Universal Engineering Sciences • August 2003 and Section 11.1(a)(i).July 8, 2005 • Cultural Resource Assessment Survey • Archeological Consultants, Inc. • March 2004 Westwood (town- homes) • Protected Species Survey • B▇▇▇▇▇ Environmental Consultants, Inc. • November 17, 2003 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • March 5, 2003 • Phase 1 Environmental Site Assessment • GFA International • Nov. 21, 2003 • Environmental Assessment • B▇▇▇▇▇ Environmental Consultants, Inc. • November 12, 2003 and July 1, 2005

Disclosure Schedules. (a) The Disclosure Schedules shall be have been arranged by the Sellers for purposes of convenience in paragraphs separately titled sections corresponding to the subsections contained hereinsections of Article 3. Nothing The parties acknowledge and agree that (i) matters reflected in the Disclosure Schedules shall be deemed are not necessarily limited to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed matters required to be disclosed with respect to each other section or subsection where such reflected therein, (ii) the disclosure is appropriate to by the extent it is clear from reading the face Sellers of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified matter in any section or subsection of the Disclosure Schedules shall not be deemed to constitute an acknowledgement by the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material, (iii) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to any such other Section, notwithstanding the omission of an appropriate cross-reference to such other Section or the omission of a reference in the particular representation and warranty to such section or subsection of the Disclosure Schedule, (iv) except as provided in clause (iii) above, to the extent that headings have been inserted in the Disclosure Schedules, such headings have been inserted for convenience of reference only, (v) the Disclosure Schedules are qualified in its entirety by reference to specific provisions of this Agreement, and (vi) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Sellers except as and to the extent provided in this Agreement. Without limiting the generality of the foregoing, no such reference to or disclosure of a possible breach or violation of, or default under, any contract, arrangement or understanding, Applicable Law or order shall be construed as an admission or indication that breach, violation or default exists or has actually occurred. All references to this Agreement herein or in any of the Disclosure Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. (b) To The Sellers shall have the extent that right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter arises or comes into existence between (i) arising after the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, date that is fifteen (15) Business Days prior to the Seller Representative may propose to amend, supplement or revise Closing Date and (ii) which was not known by the Seller Disclosure Schedules with respect to Sellers would arise as at the date of this Agreement (each a “Schedule Supplement”). Any disclosure in any such matter. If Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement and given as at the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions date of this Section 6.14Agreement, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 9.1(a)(i2.2(b) have been satisfied; provided, that if the Purchasers have the right to, but do not elect to, terminate this Agreement within fifteen (15) Business Days of its receipt of such Schedule Supplement, then the Purchasers shall (in respect only of any such matter which arises in the ordinary course of business and which would not have a Material Adverse Effect) be deemed to have irrevocably waived their right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived their right to indemnification under Section 8.2(a) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers Information furnished in paragraphs corresponding to the subsections contained herein. Nothing in any particular section of the Disclosure Schedules shall be deemed to disclose an exception be included in another section of the Disclosure Schedules to the extent a matter in such section is disclosed in such a way as to make its relevance to the information called for by such other section reasonably apparent on its face. The subsections and subheadings used in any representation or warranty section of the Disclosure Schedules are for reference purposes only and shall not in any manner limit the construction of the Disclosure Schedules, and any disclosure made in Article III unless it describes any subsection or subheading shall be deemed made for all provisions of the relevant facts in such reasonable detail as the context requirescorresponding section of this Agreement. A fact or matter disclosed Any information provided in the Disclosure Schedules with respect to one section or subsection is solely for information purposes, and the inclusion of such information shall not be deemed to be disclosed with respect to each other enlarge, enhance or diminish in any way any of the covenants, agreements, representations or warranties under this Agreement or otherwise alter in any way the terms of this Agreement. The inclusion of any information in any section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of delivered by the Disclosure Schedules parties pursuant to this Agreement shall not be deemed to be disclosure with respect to any other section an admission or subsection evidence of the Disclosure Schedulesmateriality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from From time to time prior to the Closing, the Seller Representative may propose Company shall have the right (but not the obligation, except as otherwise provided in Section 6.11) to amend, supplement or revise amend the Seller Disclosure Schedules with respect to any hereto (each a “Schedule Supplement”), and each such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision Schedule Supplement shall be effective for purposes deemed to be incorporated into and to supplement and amend the Disclosure Schedules as of the indemnification obligations Closing Date; provided, however, that in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that has had or would reasonably be expected to have a Material Adverse Effect, then Parent shall have the right to terminate this Agreement for failure to satisfy the closing condition set forth in Section 9.1(a)(i) 7.02(a); provided, further, that if Parent has the right to, but does not elect to terminate this Agreement within 10 Business Days of its receipt of such Schedule Supplement, then Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising such matter under any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but 7.02; provided that any such waiver shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, not limit or otherwise curing any misrepresentation made as of affect the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)remedies available to Parent hereunder.

Disclosure Schedules. Within 30 days of the Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (ai) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have a period that ends on September 21, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to disclose an exception to have cured any inaccuracy in or breach of any representation or warranty made contained in Article III unless it describes this Agreement, including for purposes of the relevant facts indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such reasonable detail as Disclosure Schedule or Schedule Supplement, to terminate this Agreement by the context requiresend of the Schedule Review Period. A fact From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or matter disclosed in amend the Disclosure Schedules hereto with respect to one section any matter hereafter arising or subsection shall be deemed to be disclosed with respect to of which it becomes aware of after the date hereof (each other section or subsection where such a “Schedule Supplement”). Any disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules such Schedule Supplement shall not be deemed to be disclosure with respect to have cured any other section inaccuracy in or subsection breach of the Disclosure Schedules. (b) To the extent that any matter arises representation or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers warranty contained in the Seller Disclosure Schedules in order for such schedules to be truethis Agreement, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 9.1(a)(i) 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to representations made at the Closingsuch matter and, but further, shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of have irrevocably waived its right to indemnification under Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. The disclosure schedules attached hereto (aincluding the attachments thereto) The and captioned as “Disclosure Schedules shall be arranged by Schedules” (the Sellers in paragraphs corresponding to the subsections contained “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. Nothing Information furnished in any particular Disclosure Schedule or subsection of the Disclosure Schedules shall be deemed to disclose an exception to be included in any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed in which the information is required to be disclosure with respect included, provided that the relevance of such information to any other section such additional Disclosure Schedule or subsection of the Disclosure Schedules is reasonably apparent on its face. No disclosure of any matter contained in the Disclosure Schedules shall create an implication that such matter meets any standard of materiality (matters reflected in a Disclosure Schedule of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Schedule of the Disclosure Schedules. (b) To ; such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature, nor shall the extent inclusion of any item be construed as implying that any matter arises or comes into existence between the date hereof and the Closing that such item is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order “material” for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from any purpose). From time to time prior to the ClosingClosing Date, the Seller Representative may propose to amend, Sellers will promptly supplement or revise amend the Seller respective Disclosure Schedules which Sellers have delivered pursuant to this Agreement with respect to any such matter. If the Buyer reasonably determines that an amendmentmatter arising which, supplement if existing or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made occurring at the ClosingExecution Date, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is would have been required to be set forth or described in the Disclosure Schedules or which is necessary to materially correct any information in the Disclosure Schedules which has been rendered materially inaccurate by the Buyer passage of time or otherwise. Such disclosures will not, in and of themselves, and solely by virtue of any such disclosure (a) constitute an acknowledgment by any Sellers of a breach of any representation or warranty or any covenant or agreement contained in this Agreement or (b) cure any breach of any representation or warranty or any covenant or agreement contained in this Agreement or otherwise limit or affect the rights of, or the remedies available to, any Party to this Agreement arising in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as event of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)breach.

Disclosure Schedules. The Parties acknowledge and agree that (ai) The the term “Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding Schedules” refers to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed provided by Seller in response to, or to disclose an exception to any representation set forth qualifications or warranty made exceptions to, Seller’s representations and warranties in Article III V, (ii) the term “Schedule” refers to the other Schedules to this Agreement and (iii) unless it describes the relevant facts in expressly stated therein, disclosures on any such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection Schedule shall not be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not on any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules Schedules, and provided that an agreement or other document which is merely listed or identified in disclosures on any section or subsection of the Disclosure Schedules shall not be deemed to be disclosed on any such Schedule, for any purpose hereof. Subject to the next sentence, each item of information disclosed in a particular Section of the Disclosure Schedules shall be deemed incorporated into, and disclosed on, each other Section of the Disclosure Schedules to the extent such disclosure sets forth facts in sufficient detail so that the relevance of the disclosure to such other Section would be reasonably apparent on its face to a reader of such disclosure. Notwithstanding the previous sentence or any other provision herein to the contrary, (i) the disclosures on Section 5.8 of the Disclosure Schedules shall not be treated as disclosed with respect to any other Disclosure Schedule or any section or subsection of the Agreement other than Section 5.8, (ii) the disclosures on Section 5.9 of the Disclosure Schedules. Schedule, if any, shall not be treated as disclosed with respect to any other Disclosure Schedule or any other section of the Agreement other than Section 5.9, (biii) To only those disclosures, if any, expressly set forth on Section 5.8 of the extent that Disclosure Schedules (and not any matter arises or comes into existence between the date disclosures on any other Disclosure Schedule) shall be treated as disclosed with respect to Section 5.8 hereof and (iv) only those disclosures, if any, expressly set forth on Section 5.9 of the Closing Disclosure Schedules (and not any disclosures on any other Disclosure Schedule), shall be treated as disclosed with respect to Section 5.9 hereof. The listing of any disclosure in the Disclosure Schedules shall not constitute any acknowledgement regarding the materiality of such disclosure. The headings contained in the Disclosure Schedules are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement. The Disclosure Schedules may contain information not required to be disclosed pursuant to the Agreement, and the disclosure of a particular item of information in the Disclosure Schedules shall not be taken as an admission by Seller that the disclosure is required to be described by made under the Company terms of any such representation or Sellers warranty. Any such non-required information is included solely for informational purposes, and the inclusion of such information shall not be deemed to enlarge, enhance, or diminish any of the representations or warranties of the Seller in or otherwise alter in any way the terms of the Agreement. Nothing in the Seller Disclosure Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedules identifies the exception with reasonable particularity and describes the relevant facts in order for such schedules to be true, correct and complete in all material respects at and as reasonable detail. Without limiting the generality of the Closing, it is understood and agreed that, from time to time prior to the Closingforegoing, the Seller Representative may propose mere listing (or inclusion of a copy) of a document or other item on a Disclosure Schedule shall not be deemed adequate to amend, supplement disclose an exception to a representation or revise warranty made herein (unless the Seller Disclosure Schedules with respect to any such matter. If representation or warranty requires the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes listing of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing document or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iiiother item itself). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. Within 30 days of the Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (ai) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have a period that ends on September 16, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to disclose an exception to have cured any inaccuracy in or breach of any representation or warranty made contained in Article III unless it describes this Agreement, including for purposes of the relevant facts indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such reasonable detail as Disclosure Schedule or Schedule Supplement, to terminate this Agreement by the context requiresend of the Schedule Review Period. A fact From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or matter disclosed in amend the Disclosure Schedules hereto with respect to one section any matter hereafter arising or subsection shall be deemed to be disclosed with respect to of which it becomes aware of after the date hereof (each other section or subsection where such a “Schedule Supplement”). Any disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules such Schedule Supplement shall not be deemed to be disclosure with respect to have cured any other section inaccuracy in or subsection breach of the Disclosure Schedules. (b) To the extent that any matter arises representation or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers warranty contained in the Seller Disclosure Schedules in order for such schedules to be truethis Agreement, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 9.1(a)(i) 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to representations made at the Closingsuch matter and, but further, shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of have irrevocably waived its right to indemnification under Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding Notwithstanding anything to the subsections contained herein. Nothing contrary in this Agreement, a disclosure set forth under one Section of the Seller Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection Schedule shall be deemed to be disclosed with respect to each in any other section Section or subsection where such disclosure is appropriate Sections of the Seller Disclosure Schedule to the extent that it is clear readily apparent from a reading of the face of such Disclosure Schedule disclosure (and not without any other agreement or other document referred to therein or attached theretoindependent knowledge on the part of the reader regarding the matter disclosed) that such disclosure it is relevant or applicable to such other sections Section(s) (except that (i) the representations and warranties set forth in Section 3.9(j) or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules Section 3.9(n) shall not be deemed to qualified by any Section of the Seller Disclosure Schedule and (ii) the representations and warranties set forth in Section 3.4(b) shall be disclosure deemed qualified by Section 3.4(b) of the Seller Disclosure Schedule and the other Sections of the Seller Disclosure Schedule with respect to the representations and warranties contained in Article III). Cross-references have been added to the Seller Disclosure Schedule for convenience and do not waive or diminish Seller’s rights. It is understood and agreed that (i) nothing in any other section Seller Disclosure Schedule is intended to broaden the scope of any representation or subsection warranty of Seller contained in this Agreement; provided that to the extent any representation or warranty set forth in any Section of the Seller Disclosure SchedulesSchedule is marked with the symbol “†” or any covenant is expressly set forth in any Section of the Seller Disclosure Schedule it shall be deemed to be a representation, warranty or covenant incorporated into, and shall constitute a part 62587121_2 SV\1145690.24 of, the Section(s) of this Agreement to which such Section of the Seller Disclosure Schedule applies, (ii) the fact that any information is disclosed in the Seller Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement, and (iii) nothing disclosed in any Seller Disclosure Schedule shall be deemed to effect the determination of any item of the Net Working Capital Amount pursuant to the terms of this Agreement and the Company Accounting Methodology. Without limiting the foregoing, the information set forth in the Seller Disclosure Schedule, and the dollar thresholds set forth in this Agreement, shall not be used as a basis for interpreting the terms “material”, “Company Material Adverse Effect” or other similar terms in this Agreement. (b) To The inclusion of, or the extent reference to, any item within any particular Section of a Disclosure Schedule does not constitute an admission by Seller or Buyer that such item meets any or all of the criteria set forth in the Agreement for inclusion in such Section. The disclosure of any matter arises in any Section of a Disclosure Schedule shall expressly not be deemed to constitute a waiver by Buyer or comes into existence between the date hereof and the Closing that is required to be described Seller of any attorney-client privilege, any protection afforded by the Company work-product doctrine or Sellers any similar privileges and protections. Nothing disclosed in a Disclosure Schedule constitutes an admission of liability or obligation of Buyer or Seller or any of their respective Subsidiaries or is an admission against the interest of Buyer or Seller or any of their respective Subsidiaries as against any third Person. All section headings are inserted for convenience of reference only and shall not affect the meaning or interpretation of the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)Schedule. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. Within 30 days of the Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (ai) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have a period that ends on September 26, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be deemed to disclose an exception to have cured any inaccuracy in or breach of any representation or warranty made contained in Article III unless it describes this Agreement, including for purposes of the relevant facts indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such reasonable detail as Disclosure Schedule or Schedule Supplement, to terminate this Agreement by the context requiresend of the Schedule Review Period. A fact From time to time after the end of the Schedule Review Period and prior to the Closing, Seller shall have the right (but not the obligation) to supplement or matter disclosed in amend the Disclosure Schedules hereto with respect to one section any matter hereafter arising or subsection shall be deemed to be disclosed with respect to of which it becomes aware of after the date hereof (each other section or subsection where such a “Schedule Supplement”). Any disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules such Schedule Supplement shall not be deemed to be disclosure with respect to have cured any other section inaccuracy in or subsection breach of the Disclosure Schedules. (b) To the extent that any matter arises representation or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers warranty contained in the Seller Disclosure Schedules in order for such schedules to be truethis Agreement, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 9.1(a)(i) 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to representations made at the Closingsuch matter and, but further, shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of have irrevocably waived its right to indemnification under Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Seller has set forth information on the Seller Disclosure Schedules shall be arranged by the Sellers Schedule in paragraphs corresponding a section thereof that corresponds to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed section of this Agreement to disclose an exception to any representation or warranty made in Article III unless which it describes the relevant facts in such reasonable detail as the context requiresrelates. A fact or matter disclosed set forth in the Disclosure Schedules with respect to one section or subsection shall of a schedule need not be deemed to be disclosed with respect to each set forth in any other section so long as its relevance to such other section of the schedule or subsection where section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is appropriate being made. The Parties acknowledge and agree that (i) the schedules to this Agreement may include certain items and information solely for informational purposes for the extent it is clear from reading convenience of Buyer and (ii) the face disclosure by Seller of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of matter in the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosure with respect to any other section disclosed by the terms of this Agreement or subsection of that the Disclosure Schedulesmatter is material. (b) To Seller shall have the extent that obligation until Closing, to add, supplement or amend the Seller Disclosure Schedule applicable to its representations and warranties with respect to any matter arises (i) hereafter discovered that existed prior to the Signing Date and should, if known at the Signing Date, have been set forth or comes into existence between described in the date hereof Seller Disclosure Schedule in order to make the representations and warranties in Article 3 accurate as of the Closing Signing Date, or (ii) first arising or occurring after the Signing Date that is not covered by (i) and is required to be set forth or described by the Company or Sellers in the Seller Disclosure Schedules Schedule in order for such schedules to be true, correct make the representations and complete warranties in all material respects at and Article 3 accurate as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for For purposes of determining whether the indemnification obligations conditions set forth in Section 9.1(a)(i10.02 have been fulfilled, the Seller Disclosure Schedule will be deemed to include only that information contained therein on the Signing Date and shall be deemed to exclude all information contained in any such addition, supplement or amendment (other than any addition, supplement or amendment to Section 3.11(a)(xiii) of the Seller Disclosure Schedule); provided, however, that if Closing occurs, then (x) all matters disclosed pursuant to any such addition, supplement or amendment at or prior to Closing under (i) above shall not be waived and Buyer shall be entitled to make any claim with respect thereto pursuant to representations made the terms of this Agreement as if it had not been disclosed even though it was aware of such matters prior to Closing, and (y) all matters disclosed pursuant to any such addition, supplement or amendment at or prior to Closing under (ii) above shall be waived if and only if Seller in such disclosure expressly and in good faith acknowledges in writing that such matters cause the condition in Section 10.02(a)(ii) to not be met such that Buyer does not have to consummate the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required which event if Buyer elects to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of consummate the Closing, then such matters as to which such acknowledgment was given by Seller shall be deemed waived by Buyer and Buyer shall not be entitled to make any claim with respect thereto pursuant to the terms of this Agreement or otherwise, other than in case of fraud. For avoidance of doubt, (A) as contemplated by the foregoing sentence, notwithstanding the supplemental disclosures by Seller, nothing herein shall limit Buyer’s right to make its own determination as to whether the condition in Section 10.02(a)(ii) has not been met and thus elect not to consummate the Closing and (B) where such matters would not cause the condition to Closing in Section 10.02(a)(ii) to not be met, or where Seller does not provide the acknowledgment, if Closing occurs, then Buyer shall be deemed not to have waived any rights as to such matters and Buyer shall be entitled to make any claim with respect thereto pursuant to the terms of this Agreement, as if it is understood and agreed that, from time to time had not been disclosed even though it was aware of such matters prior to Closing. Notwithstanding the Closingforegoing, the if Closing occurs, Buyer may propose shall not have a right to amend, supplement or revise the make a claim under ARTICLE 11 as to matters covered under (ii) above if such matter was consented to by Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this under Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)5.01.

Disclosure Schedules. (a) The disclosure schedule to this Agreement (the “Disclosure Schedules Schedule”) shall be arranged by the Sellers in paragraphs Schedules corresponding to the Sections, subsections and paragraphs contained herein. Nothing in the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III or Article V unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between after the date hereof and prior to the Closing that (i) is required to be described by the Company or Sellers in the Seller Company’s Disclosure Schedules Schedule in order for such schedules the Company’s representations and warranties to be true, correct accurate at and complete in all material respects as of the Closing as if made at and as of the Closing, it is understood and agreed that(ii) does not relate to, constitute, or arise from any Breach of any representation, warranty, covenant or agreement of the Company or the Key Shareholders made herein (such matter, a “Company Unanticipated Development”), then from time to time prior to the Closing, the Seller Representative Company may propose deliver to Parent in writing a proposal to amend, supplement or revise the Seller Company’s Disclosure Schedules Schedule with respect to any such matterCompany Unanticipated Development with a disclosure of such Company Unanticipated Development and its relevant facts in reasonable detail, together with a statement identifying which of the Company’s Disclosure Schedule such disclosure shall be deemed to amend, supplement or revise (such proposal, a “Company Proposed Supplement”). If the Buyer Parent reasonably determines that an amendment, supplement or revision proposed by the Seller Representative such Company Proposed Supplement satisfies the terms and conditions of this Section 6.146.17(b), such amendment, supplement or revision Company Proposed Supplement shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) hereof with respect to representations and warranties made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation or warranty made as of on the date hereof, shall not be deemed to cure any breach, inaccuracy or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)10.1(a)(ii) hereof. (c) To the extent that any matter arises or comes into existence between after the date hereof and prior to the Closing that (i) is required to be described by the Buyer Parent in the Buyer Parent’s Disclosure Schedules Schedule in order for such schedules Parent’s representations and warranties to be true, correct accurate at and complete in all material respects as of the Closing as if made at and as of the Closing, it is understood and agreed that(ii) does not relate to, constitute, or arise from any Breach of any representation, warranty, covenant or agreement of Parent made herein (such matter, a “Parent Unanticipated Development”), then from time to time prior to the Closing, Parent may deliver to the Buyer may propose Company in writing a proposal to amend, supplement or revise the Buyer Parent’s Disclosure Schedules Schedule with respect to any such matterParent Unanticipated Development with a disclosure of such Parent Unanticipated Development and its relevant facts in reasonable detail, together with a statement identifying which of Parent’s Disclosure Schedule such disclosure shall be deemed to amend, supplement or revise (such proposal, a “Parent Proposed Supplement”). If the Seller Representative Company reasonably determines that an amendment, supplement or revision proposed by the Buyer such Parent Proposed Supplement satisfies the terms and conditions of this Section 6.146.17(c), such amendment, supplement or revision Parent Proposed Supplement shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations and warranties made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation or warranty made as of on the date hereof, shall not be deemed to cure any breach, inaccuracy or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)10.1(a)(i) hereof.

Disclosure Schedules. (a) The Disclosure Schedules shall will be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing writing and will qualify this Agreement. (b) The inclusion of an item in the a Disclosure Schedules shall be deemed to disclose Schedule as an exception to any a representation or warranty made in Article III unless it describes the relevant facts in will not be deemed an admission by any party hereto, as applicable, that such reasonable detail as the context requiresitem constitutes an item, event, circumstance or occurrence that is material to any Company Entity or constitutes a Material Adverse Effect. A Any fact or matter item that is disclosed in any Disclosure Schedule in a way as to make its relevance or applicability to information called for by any other Disclosure Schedule reasonably apparent on the Disclosure Schedules with respect to one section or subsection shall face of such disclosure will be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to in such other sections Disclosure Schedule, notwithstanding the omission of a reference or subsections cross-reference thereto. Descriptions of terms or documents summarized in the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified will be qualified in any section or subsection of their entirety by the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedulesdocuments themselves. (bc) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from From time to time prior to the Closing, the Seller Company and Sellers’ Representative may propose (on behalf of Sellers) will have the right to amend, supplement or revise amend the Seller Disclosure Schedules to this Agreement with respect to any such matter. If matter arising or discovered after the Buyer reasonably determines that an amendmentdate hereof which, supplement if existing, occurring or revision proposed actually known by Sellers as of the Seller Representative satisfies the terms and conditions date of this Section 6.14Agreement, such amendment, supplement or revision shall would have been required to be effective disclosed in the Disclosure Schedules (each a “Schedule Supplement”); provided that for purposes of determining the indemnification obligations rights of Buyer set forth in Section 9.1(a)(i8.2(a)(1) with respect to or determining accuracy of the representations made at and warranties of the Closing, but shall Company Entities in no way be effective ARTICLE II and of each Seller in ARTICLE III for purposes of amending, supplementing or revising any representation made as determining satisfaction of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i7.1(a), except as agreed in writing by ▇▇▇▇▇, the Disclosure Schedules delivered by the Company and Sellers or Sellers’ Representative will be deemed to include only that information contained therein on the date of this Agreement and will be deemed to exclude any information contained in any Schedule Supplement; provided, further, however, that if, as a result of matters disclosed in a Schedule Supplement, Buyer has the right to terminate this Agreement pursuant to Section 10.1(b)(1), but does not elect to terminate within five (5) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to representations made at the Closingsuch matter and, but further, shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)have irrevocably waived its right to indemnification under Article VIII with respect to such matter.

Disclosure Schedules. (a) The Seller has set forth information on the Company Disclosure Schedules shall be arranged by the Sellers Schedule in paragraphs corresponding a section thereof that corresponds to the subsections contained herein. Nothing in the Disclosure Schedules shall be deemed section of this Agreement to disclose an exception to any representation or warranty made in Article III unless which it describes the relevant facts in such reasonable detail as the context requiresrelates. A fact or matter disclosed set forth in the Disclosure Schedules with respect to one section or subsection shall of the Company Disclosure Schedule need not be deemed to be disclosed with respect to each set forth in any other section so long as its relevance to such other section of the Company Disclosure Schedule or subsection where section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is appropriate to being made. The parties acknowledge and agree that (i) the extent it is clear from reading the face of such Company Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer and (and not ii) the disclosure by Seller of any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of matter in the Company Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules Schedule shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosure with respect to any other section disclosed by the terms of this Agreement or subsection of that the Disclosure Schedulesmatter is material. (b) To Buyer has set forth information on the extent Buyer Disclosure Schedule in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the Buyer Disclosure Schedule need not be set forth in any other section so long as its relevance to such other section of the Buyer Disclosure Schedule or section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made. The parties acknowledge and agree that (i) the Buyer Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Seller and (ii) the disclosure by Buyer of any matter arises or comes into existence between in the date hereof and Buyer Disclosure Schedule shall not be deemed to constitute an acknowledgment by Buyer that the Closing that matter is required to be described disclosed by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement Agreement or revision shall be effective for purposes of that the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)matter is material. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. Within 30 days of the Effective Date, Seller shall deliver to Purchaser as contemplated by this Agreement (ai) The the Disclosure Schedules and (ii) any Schedule Supplements (as defined below) relating to the amendment or supplement of matters in a previously delivered Disclosure Schedule which (A) mistakenly failed to include, (B) Seller had no Knowledge of at the time such Disclosure Schedule was initially delivered or (C) have arisen since the time such Disclosure Schedule was initially delivered. Purchaser shall have a period that ends on October 3, 2016 to review all such Disclosure Schedules and Schedule Supplements (such review period being referred to herein as the “Schedule Review Period”). Any disclosure in a Disclosure Schedule or Schedule Supplement during the Schedule Review Period shall be arranged deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that Purchaser has the right (but not the obligation), solely as a result of disclosure contained in such Disclosure Schedule or Schedule Supplement, to terminate this Agreement by the Sellers in paragraphs corresponding end of the Schedule Review Period. From time to time after the end of the Schedule Review Period and prior to the subsections Closing, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware of after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained hereinin this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 2.3 have been satisfied; provided, however, that if Purchaser has the right to, but does not elect to, terminate this Agreement within ten days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 7.1 with respect to such matter. Nothing Notwithstanding any of the foregoing in this Section 6.15, Seller shall deliver to Purchaser on the 6th Amendment Date the 6th Amendment Disclosure Schedules. Any disclosure in the 6th Amendment Disclosure Schedules shall be deemed to disclose an exception to have cured any inaccuracy in or breach of any representation or warranty made contained in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be truethis Agreement, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective including for purposes of the indemnification obligations or termination rights contained in this Agreement and for determining whether or not the conditions set forth in Section 9.1(a)(i2.3 have been satisfied. (f) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and Section 6.17 shall be disregarded amended to add the following to the end of that section: The Parties acknowledge that Seller and its Affiliates have entered a purchase and sale agreement and related agreements (collectively, the “SMHCA Sale Agreement”) for purposes the sale of Section 7.1 and Section 11.1(a)(iiiSMHCA to a third party (the “SMHCA Purchaser”). (cg) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer Section 7.1(e) in the Buyer Disclosure Schedules Agreement shall amended and restated in order for such schedules to be true, correct and complete in all material respects at and its entirety as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).follows:

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the Seller Disclosure Schedules shall be deemed to disclose an exception to any a representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. The Seller Disclosure Schedule shall be arranged by the Seller Parties in paragraphs corresponding to the subsections contained herein. A fact or matter disclosed in the Seller Disclosure Schedules Schedule with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Seller Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section or subsection of the Disclosure Schedules. (b) section. To the extent that any matter arises or comes into existence between the date hereof and the Closing Effective Time that is required to be described by the Company or Sellers Seller Parties in the Seller Disclosure Schedules (or by Parent or Merger Sub in the Buyer Disclosure Schedules) in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, between the date hereof and the Closing, the Seller Representative Parties may propose to amend, supplement or revise the Seller Disclosure Schedules (and Parent or Merger Sub may amend, supplement or revise the Buyer Disclosure Schedules) with respect to any such matter. If ; provided that the Buyer reasonably determines that an amendmentdisclosure provided in any such amended, supplement supplemented or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but revised schedule shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing 6.1 or revising any representation made as of the date 7.1 hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. Between the Effective Date and the Closing Date, Transferors shall use Transferors’ reasonable best efforts to promptly correct and supplement the information set forth on the Disclosure Schedules delivered by Transferors pursuant to this Agreement in order to cause such Disclosure Schedule to remain correct and complete in all respects. Transferors’ delivery to the JWI Parties of any corrections or supplements shall, without further notice or action on the part of Transferors or Buyer, immediately and automatically constitute an amendment to the Disclosure Schedule to which such corrections and supplements relate; provided, however, that solely for purposes of determining whether the condition precedent pursuant to Section 7.3.(a) has been satisfied, or whether Buyer has the right to terminate this Agreement pursuant to Section 8.1), any such amendment to the Disclosure Schedule shall be disregarded. (a) The information in the Disclosure Schedules constitutes: (i) exceptions to particular representations, warranties, covenants and obligations of Transferors as set forth in this Agreement; or (ii) descriptions or lists of assets and other items referred to in this Agreement. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the Disclosure Schedules shall control. (b) The Disclosure Schedules shall be arranged deemed to be a part of this Agreement and are fully incorporated into this Agreement by the Sellers in paragraphs corresponding to the subsections contained hereinreference. Nothing Any capitalized terms used in the Disclosure Schedules but not otherwise defined therein shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes have the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable meanings ascribed to such other sections or subsections terms in this Agreement. The inclusion of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified any item referenced in any one section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect refer to (a) the corresponding section or subsection of this Agreement and (b) any other section or subsection of the Disclosure Schedules. Schedules (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior accordingly to the Closing, the Seller Representative may propose to amend, supplement applicable sections or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions subsections of this Section 6.14Agreement), whether or not an explicit cross-reference appears, if the applicability of such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior item to the Closing, other section or subsection is reasonably apparent on the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any face of such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)disclosure.

Disclosure Schedules. (a) The These Disclosure Schedules shall (herein called the “Schedule”, and specific sections within this Schedule may be arranged referred to by the Sellers in paragraphs corresponding Schedule number) are furnished by Skae Beverage International, LLC, a Delaware limited liability company (“SBI”) pursuant to the subsections contained herein. Nothing in Asset Purchase Agreement, dated as of September 9, 2008 (the Disclosure Schedules shall be deemed to disclose an exception to any representation or warranty made in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules “Agreement”) among SBI, ▇▇▇▇ ▇▇▇▇, Baywood New Leaf Acquisition Inc., a Nevada corporation (“Buyer”) and Baywood International Inc., a Nevada corporation (“Baywood”), with respect to one section or subsection the sale of Purchased Assets in exchange for the consideration set forth in the Agreement. Capitalized terms used herein, unless otherwise defined herein, shall be deemed have the meanings ascribed to be disclosed with respect to each other section or subsection where such disclosure them in the Agreement. This Schedule is appropriate an integral part of the Agreement. Disclosure is made in confidence on the terms and subject to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections conditions of the Agreement. Each section of this Schedule qualifies the correspondingly numbered section in the Agreement. Disclosure Schedules and provided that an agreement or other document which is merely listed or identified of information in any section or of the Schedule shall constitute disclosure of that information in all other subsections of that section of the Schedule. Notwithstanding references in the Agreement to subsections of any section of this Schedule, each section herein is responsive to all references to the Schedule found in any subsection of the Disclosure Schedules correspondingly numbered section of the Agreement. The titles and headings used herein are for reference purposes only and shall not be in any manner limit the construction of the Schedule, and any disclosure made under any subheading hereunder is deemed to be disclosure with respect made for all provisions of that corresponding section in the Agreement. SBI and ▇▇▇▇ ▇▇▇▇ do not assume any responsibility to any other section or subsection of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing person that is required not a party to be described the Agreement for the form or accuracy of any information herein. The information was not prepared or disclosed with a view to its potential disclosure to others. This information is disclosed in confidence for the purposes contemplated in the Agreement and is subject to the mutual confidentiality provisions of any other agreements entered into by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to parties. This Schedule may be true, correct amended and complete in all material respects updated at any time and as of the Closing, it is understood and agreed that, from time to time prior to the ClosingClosing only as provided in the Agreement, and any amendments and waivers pursuant to the Seller Representative may propose to amendAgreement. This Schedule on the date hereof is qualified by such amendments, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms additions and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of deletions after the date hereof, or otherwise curing any misrepresentation made as . Disclosure within a section herein applies to the correspondingly numbered section of the date hereofAgreement in its entirety, and subheadings within that section of the Schedule are for reference purposes only, and shall be disregarded for purposes not affect the interpretation or limit any disclosure herein. Terms of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described documents summarized herein are qualified in their entirety by the Buyer documents themselves. Every document listed in the Buyer Disclosure Schedules in order for such schedules Schedule has been delivered or made available to be trueBuyer, correct and complete in all material respects at and Baywood or their counsel, except as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)expressly provided.

Disclosure Schedules. (a) 12.11.1. The RBPI Disclosure Schedules shall be arranged by Schedule and the Sellers in paragraphs corresponding to the subsections contained herein. Nothing in the BMBC Disclosure Schedules Schedule shall be deemed to disclose an exception to any representation or warranty made part of this Agreement and are fully incorporated into this Agreement by reference. Any reference in Article III unless it describes the relevant facts in such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any a particular section or subsection of either the RBPI Disclosure Schedules Schedule or the BMBC Disclosure Schedule shall not only be deemed a reference to, an exception to be or a modification of (or, as applicable, a disclosure with respect to for purposes of) (a) the representations and warranties or covenants, as applicable, of the relevant party that are contained in the corresponding section or subsection of this Agreement, and (b) any other section or subsection of the RBPI Disclosure SchedulesSchedule or the BMBC Disclosure Schedule, as applicable (and accordingly any other representations, warranties or covenants of such party contained in the corresponding section or subsection of this Agreement), but only if the relevance of that reference as an exception to or a modification of (or a disclosure for purposes of) such representations, warranties and covenants of the relevant party, whether or not an explicit cross-reference appears, to such other section or subsection is reasonably apparent on the face of such disclosure. Nothing in the RBPI Disclosure Schedule or the BMBC Disclosure Schedule shall be deemed adequate to disclose an exception to or a modification of a representation or a warranty unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. (b) To 12.11.2. During the extent that period from the date of this Agreement to the Effective Time, each party will promptly notify the other party in writing of any matter arises hereafter arising which, if existing, occurring or comes into existence between known at the date hereof and the Closing that is of this Agreement, would have been required to be set forth or described by the Company in its Disclosure Schedule to Article 4 or Sellers Article 5, as applicable, or which is necessary to correct any information in the Seller its Disclosure Schedules in order for Schedule that has been rendered materially inaccurate thereby. Each such schedules notice shall include, or be accompanied by, a proposed supplement or amendment to such Party’s Disclosure Schedule regarding such matter (a “Schedule Supplement”). Each such Schedule Supplement shall be deemed to be trueincorporated into and to supplement and amend RBPI Disclosure Schedule or BMBC Disclosure Schedule, correct and complete in all material respects at and as of the Closingapplicable, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To the extent that any matter arises or comes into existence between the date hereof this Agreement and the Closing Date; provided, however, that if the matter which is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as subject of the Closing, it is understood Schedule Supplement constitutes or relates to something that could provide BMBC with a right to terminate this Agreement in accordance with Section 11.1.4 and agreed that, from time BMBC does not elect to time terminate this Agreement prior to the Closingearlier of (i) five (5) Business Days after the expiration of the applicable cure period and (ii) the Termination Date, the Buyer may propose then BMBC shall be deemed to amend, supplement or revise the Buyer Disclosure Schedules with respect have irrevocably waived any right to any terminate this Agreement on account of such matter. If the Seller Representative reasonably determines that an amendment, supplement No investigation by a party or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision its representatives shall be effective for purposes deemed to modify or waive any representation, warranty, covenant or agreement of the indemnification obligations other party or its subsidiary bank set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereofthis Agreement, or otherwise curing any misrepresentation made as the conditions to the respective obligations of BMBC and RBPI to consummate the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i)transactions contemplated hereby.

Disclosure Schedules. (a) The Seller and Buyer have set forth information on the Seller Disclosure Schedules shall be arranged by the Sellers Schedule and Buyer Disclosure Schedule, as applicable, in paragraphs corresponding a section thereof that corresponds to the subsections contained hereinsection of this Agreement to which it relates. Nothing Except with respect to matters set forth in Sections 1.01(a) Part VI, 1.01(a) Part VII, 3.16 or 3.17 of the Seller Disclosure Schedule and Sections 1.01(a) Part I or 1.01(a) Part II of the Buyer Disclosure Schedule, a matter set forth in one section of the applicable Disclosure Schedule need not be set forth in any other section of the applicable Disclosure Schedule so long as its relevance to such other section of the applicable Disclosure Schedule or to a section of this Agreement is reasonably apparent on the face of the information disclosed therein. The parties acknowledge and agree that (i) the Seller Disclosure Schedule or Buyer Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer or Seller, as applicable, and (ii) the disclosure by a party of any matter in the applicable Disclosure Schedules Schedule shall not be deemed to disclose constitute an exception acknowledgment by such party that the matter is required to any representation be disclosed by the terms of this Agreement or warranty made in Article III unless it describes that the relevant matter is material. (b) Seller may revise the Seller Disclosure Schedule to reflect facts in such reasonable detail as or matters arising after the context requires. A fact or matter disclosed in Execution Date by delivering a revised Seller Disclosure Schedule to Buyer no later than the fifth Business Day prior to the Closing Date, and the Seller Disclosure Schedules with respect to one section or subsection Schedule provided on the Execution Date shall be deemed to be disclosed with respect to each other section or subsection where superseded by such disclosure is appropriate to the extent it is clear from reading the face of such revised Seller Disclosure Schedule (and not any other agreement or other document referred all references herein to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Seller Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules Schedule shall not be deemed to be disclosure with respect refer to any other section or subsection of the such revised Seller Disclosure Schedules. (b) To the extent Schedule); provided that any matter arises or comes into existence between the date hereof and the Closing set forth on such revised Seller Disclosure Schedule that is required to be described by the Company or Sellers in was not set forth on the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of Schedule on the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and Execution Date shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii). (c) To determining whether the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations condition set forth in Section 9.1(b)(i11.02(a) with respect to representations made has been satisfied at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. (a) The Disclosure Schedules shall be arranged by the Sellers in paragraphs corresponding to the subsections contained herein. Nothing Certain information set forth in the Disclosure Schedules schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to disclose constitute an exception acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by Buyer, MergerCo or the Company, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any representation defense available to, Buyer, MergerCo, the Company, the Surviving Corporation or warranty made the Stockholders’ Representative on behalf of the Common Equity Holders and Rollover Holders, as applicable. The section number headings in Article III unless it describes the relevant facts Schedules correspond to the section numbers in such reasonable detail as the context requires. A fact or matter this Agreement and any information disclosed in any section of the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each and incorporated into any other section or subsection of the Schedules where the relevance of such disclosure is appropriate reasonably apparent on its face, whether or not there is a schedule reference in such other section; provided, however, that the parties shall use their reasonable efforts to include such applicable schedule cross-references in each of the Schedules regardless of whether the relevance of such disclose is reasonable apparent of its face. From the date of this Agreement until the Closing Date, (a) the Company shall amend and/or supplement the Schedules to reflect (i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which occurred or existed at or prior to the extent it is clear from reading date hereof, and (ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the face date of hereof, where such Disclosure Schedule deficiency or inaccuracy would cause a failure of any condition set forth in Section 8.1 or Section 8.2, and (and not any other agreement or other document referred to therein or attached theretob) that such disclosure is applicable to such other sections or subsections of the Disclosure Company may amend and/or supplement the Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules shall not be deemed to be disclosure with respect to any other section matter that, if existing or subsection of the Disclosure Schedules. (b) To the extent that any matter arises occurring at or comes into existence between prior to the date hereof and the Closing that is hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Article IV (any such amendment or supplement, a “Schedule Supplement”); provided, that, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition unless otherwise agreed to in writing by the Company Buyer or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective considered for purposes of establishing whether or not the indemnification obligations closing conditions set forth in Section 9.1(a)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing 8.1 or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii)8.2 have been satisfied. (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).

Disclosure Schedules. These Disclosure Schedules (athe “Disclosure Schedules”) The have been prepared in connection with and pursuant to the Placement Agency Agreement, dated as of October 13, 2022, by and between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) and Maxim Group LLC, as placement agent (the “PAA”). Capitalized terms used but not defined in these Disclosure Schedules shall be arranged have the respective meanings ascribed to such terms in the PAA. These Disclosure Schedules are qualified in their entirety by the Sellers in paragraphs corresponding reference to the subsections contained hereinPAA. Nothing The Company may, at its option, include in the these Disclosure Schedules shall be deemed any items that are not material in order to disclose an exception to avoid any representation or warranty made in Article III unless it describes the relevant facts in misunderstanding, and any such reasonable detail as the context requires. A fact or matter disclosed in the Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent it is clear from reading the face of such Disclosure Schedule (and not any other agreement or other document referred to therein or attached thereto) that such disclosure is applicable to such other sections or subsections of the Disclosure Schedules and provided that an agreement or other document which is merely listed or identified in any section or subsection of the Disclosure Schedules inclusion shall not be deemed to be disclosure with respect to an admission or acknowledgment or a representation that such items are material, or establish any other section or subsection standard of the Disclosure Schedules. (b) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Company or Sellers in the Seller Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Seller Representative may propose to amend, supplement or revise the Seller Disclosure Schedules with respect to any such matter. If the Buyer reasonably determines that an amendment, supplement or revision proposed by the Seller Representative satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective materiality for purposes of the indemnification obligations PAA. These Disclosure Schedules have been arranged for purposes of convenience only, as separately titled schedules corresponding to certain sections of the PAA. Information disclosed in any particular section of these Disclosure Schedules shall constitute a disclosure for purposes of all other sections of these Disclosure Schedules notwithstanding the lack of specific cross-references thereto, but only to the extent the applicability of such disclosure to such other section(s) is reasonably apparent on its face. In no event shall the inclusion of any matter in these Disclosure Schedules be deemed or interpreted to broaden the representations, warranties, covenants or agreements contained in the PAA. The information contained in these Disclosure Schedules is disclosed solely for the purposes of the PAA. Nothing in these Disclosure Schedules shall constitute an admission of any liability or obligation of the Company to any third party or shall confer or give to any third party any remedy, claim, liability, reimbursement, cause of action or other right. Headings (other than numerical references to sections and subsections of the PAA) have been inserted in some of these Disclosure Schedules for convenience of reference only, and such headings shall not have the effect of amending or changing the express description of such Disclosure Schedules as set forth in Section 9.1(a)(ithe PAA. Novomerica Health Group, Inc. (Nevada) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 7.1 and Section 11.1(a)(iii(1). (c) To the extent that any matter arises or comes into existence between the date hereof and the Closing that is required to be described by the Buyer in the Buyer Disclosure Schedules in order for such schedules to be true, correct and complete in all material respects at and as of the Closing, it is understood and agreed that, from time to time prior to the Closing, the Buyer may propose to amend, supplement or revise the Buyer Disclosure Schedules with respect to any such matter. If the Seller Representative reasonably determines that an amendment, supplement or revision proposed by the Buyer satisfies the terms and conditions of this Section 6.14, such amendment, supplement or revision shall be effective for purposes of the indemnification obligations set forth in Section 9.1(b)(i) with respect to representations made at the Closing, but shall in no way be effective for purposes of amending, supplementing or revising any representation made as of the date hereof, or otherwise curing any misrepresentation made as of the date hereof, and shall be disregarded for purposes of Section 8.1 and Section 11.1(a)(i).