Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of the Partnership The Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Schedules are hereby incorporated into this Agreement to the numbered and lettered sections same extent as though fully set forth herein (provided that and in this Agreement. For purposes of this Agreement no event shall any disclosure set forth information or disclosures in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall Schedules be deemed or interpreted to be an exception to (or, as applicable, a disclosure for purposes of) (a) broaden or otherwise amplify the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, representations and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are warranties contained in this Agreement, but ). Information contained in the case of this clause (b) only if the relevance of that disclosure as an exception Disclosure Schedules under any particular schedule or section is deemed disclosed with respect to (all other schedules or a disclosure for purposes of) such sections and any representations, warrantieswarranties or covenants of the Company and/or Contributors where the applicability of such information to such other schedules or sections or representations, covenants, agreements and other provisions hereof, warranties or covenants is reasonably apparent, regardless of whether a cross-reference to the applicable section or schedule is actually made. The mere inclusion of an item Any matter disclosed in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty Schedules shall not be deemed an admission that such or representation as to the materiality of the item represents a material fact, event or circumstance so disclosed or that such item did not arise in the ordinary course of business, and matters disclosed in the Disclosure Schedules are not necessarily limited to matters required by this Confidential treatment has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablebeen requested for portions of this exhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and 230.406. The Partnership copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Agreement to be disclosed in the Disclosure Schedule and Parent Schedules. Nothing in the Disclosure Schedule shall each be delivered as Schedules constitutes an admission of any liability or obligation of the entry into this AgreementCompany or any Contributor to any third party or shall confer or give to any third party any remedy, and no amendments claim, liability, reimbursement, cause of action or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedother right.

Disclosure Schedules. Each These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the Partnership Disclosure Schedule “Company”), and each purchaser identified on the Parent signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be arranged in separate parts corresponding construed as constituting, representations or warranties of the Company except and to the numbered and lettered sections set forth extent provided in this the Agreement. For purposes The inclusion of this Agreement any disclosure set forth item in any particular Section Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or subsection results of operations of the Partnership Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or the Parent violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be an exception to (ora complete statement of the material terms of such contract, as applicablelease, a agreement or other disclosure for purposes of) (a) item and such summaries are qualified in their entirety by the representations, warranties, covenants, specific terms of such agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (bdocuments. Schedule 3.1(a) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.Subsidiaries

Disclosure Schedules. Each of the Partnership Company Disclosure Schedule and the Parent Sodium Disclosure Schedule (each, a “Disclosure Schedule” and collectively, the “Disclosure Schedules”) shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentapparent on its face. The mere inclusion headings contained in each Disclosure Schedule are for reference purposes only and will not affect in any way the meaning or interpretation of an item such Disclosure Schedule. Items disclosed in the Partnership Disclosure Schedule Schedules are not necessarily limited to the items that this Agreement requires to be reflected therein, and certain items disclosed in the Disclosure Schedules are included solely for informational purposes or Parent to avoid misunderstanding. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedule Schedules will not (a) be used as a basis for interpreting the terms “material,” “Company Material Adverse Effect,” “Sodium Material Adverse Effect” or other similar terms in this Agreement, as applicable, or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) constitute, or be deemed to constitute, an exception admission of liability or obligation regarding such matter or (d) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter. All references in the Disclosure Schedules are not intended to be admissible against any party to this Agreement by any person who is not a representation party to this Agreement, or warranty give rise to any claim or benefit to any person who is not a party to this Agreement. The disclosure of any allegation, threat, notice or other communication in the Disclosure Schedules shall not be deemed to include disclosure of the truth of the matter communicated. In addition, the disclosure of any matter in the Disclosure Schedules is not to be deemed an admission or indication that such item represents a material factmatter actually constitutes noncompliance with, event or circumstance any violation or breach of, applicable Law, any Contract or other topic to which such disclosure is applicable, or that any such item noncompliance, violation or breach has hadactually occurred. In disclosing matters in the Disclosure Schedules, the relevant parties expressly do not waive any attorney-client privilege or would reasonably be expected protection afforded by the work-product doctrine with respect to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablesuch matters. The Partnership information contained in the Disclosure Schedules is confidential, proprietary information of the parties providing such information, and the other parties to this Agreement shall be obligated to maintain and protect such confidential information in accordance with this Agreement and the Confidentiality Agreement. The Company Disclosure Schedule and Parent Sodium Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent Sodium (in the case of an amendment or modification to the Partnership Company Disclosure Schedule) or the Partnership Company (in the case of an amendment or modification to the Parent Sodium Disclosure Schedule). Any purported update or modification to the Partnership Company Disclosure Schedule or the Parent Sodium Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each of Disclosures on the Partnership Purchaser Disclosure Schedule and or the Parent SALIC Disclosure Schedule shall be arranged in separate parts sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement , and any disclosure set forth in on any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed to be disclosed by the party hereto delivering such Disclosure Schedule for all sections of this Agreement and all other sections of such Disclosure Schedule to the extent that it is readily apparent that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule; provided, however, that no disclosure shall qualify any SALIC Fundamental Rep or Purchaser Fundamental Rep unless it is set forth in the specific Disclosure Schedule, or the section or subsection of the Disclosure Schedule, corresponding to such SALIC Fundamental Rep or Purchaser Fundamental Rep. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. The inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an exception admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to (orbe listed in any section of such Disclosure Schedule or that any such matter rises to a SALIC Material Adverse Effect or Purchaser Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a disclosure Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes of) (a) and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the representationsenforceability of agreements with third parties, warrantiesthe existence or non- existence of third-party rights, covenantsthe absence of breaches or defaults by third parties, agreements or other provisions hereof similar matters or statements, are intended only to allocate rights and risks between Purchaser and SALIC and were not intended to be admissions against interests, give rise to any inference or proof of the respective Party that are contained in the corresponding Section or subsection of accuracy, be admissible against either party to this Agreement by any Person who is not a party to this Agreement, and (b) or give rise to any other representationsclaim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, warrantiesthreat, covenants, agreements notice or other provisions hereof communication shall not be deemed to include disclosure of the respective party that are contained truth of the matter communicated. In addition, the disclosure of any matter in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is not to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has hadmatter actually constitutes noncompliance with, or would reasonably be expected a violation of Applicable Law, any Order or Governmental Authorization or Contract or other topic to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as which such disclosure is applicable. The Partnership In no event shall the disclosure of matters disclosed in a Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreementor, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment SALIC, the Electronic Data Rooms, be deemed or modification interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the Partnership Disclosure Schedule) or the Partnership (extent provided in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedAgreement.

Disclosure Schedules. Each of Matters reflected in the Partnership Analysts Disclosure Schedule and the Parent Horizons Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedules. Such additional matters may be set forth for informational purposes, do not necessarily include other matters of a similar nature that are not required to be reflected in such Disclosure Schedules, and do not establish any standard or definition of materiality. A disclosure made by a party in any Section of this Agreement or its Disclosure Schedule that is sufficient to reasonably inform such party of information required to be disclosed in another Section of this Agreement or such party’s Disclosure Schedule in order to avoid a misrepresentation thereunder shall be arranged in separate parts corresponding deemed to have been made with respect to the numbered and lettered sections other Section of this Agreement or such party’s Disclosure Schedule. The parties hereto acknowledge that certain matters set forth in the Disclosure Schedules are included for information purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they would not be required to be set forth therein by the terms of this Agreement and that disclosure of such matters shall not be taken as an admission by either Analysts or Horizons that such disclosure is required to be made under the terms of any provision of this Agreement and in no event shall the disclosure of such matters be deemed or interpreted to broaden or otherwise amplify the representations and warranties contained in this Agreement. For purposes of this Agreement any disclosure set forth Any matter required to be disclosed in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent that was not disclosed therein but was disclosed in another Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained have been disclosed in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of correct Disclosure Schedule only to the respective extent the non-disclosing party that are contained in this Agreementactually understood the disclosure required, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablebeen otherwise disclosed. The Partnership Any Disclosure Schedule required to be attached hereto and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto not attached shall be made without the written consent of Parent (in the case of an amendment or modification deemed to state: “None.” Notwithstanding anything to the Partnership Disclosure Schedule) or the Partnership (contrary in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership any Disclosure Schedule or cover page to the Parent Disclosure Schedule after Schedules, to the entry into extent any provision(s) thereof conflict with this Agreement that is not so consented to shall be disregardedSection 10.15, this Section 10.15 controls.

Disclosure Schedules. Each Reference is hereby made to that certain Securities Purchase Agreement (the “Agreement”), dated as of February 16, 2018, between AIT Therapeutics, Inc., a Delaware corporation (the Partnership Disclosure Schedule “Company”), and each purchaser identified on the Parent Disclosure Schedule signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein and not otherwise defined shall be arranged in separate parts corresponding to have the numbered and lettered sections meanings set forth in this the Agreement. For Section references herein are to sections of the Agreement. These Disclosure Schedules are provided on the terms and subject to the conditions of the Agreement. Any disclosure made in these Disclosure Schedules with reference to any section or schedule of the Agreement shall be deemed to be a disclosure with respect to any other section or 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 (or otherwise required to be disclosed) in order to avoid any misunderstanding, or otherwise for informational purposes. Accordingly, the 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 such information is required to be disclosed or is material for purposes of this Agreement any disclosure the representations and warranties set forth in the Agreement. Disclosure of any particular Section allegations with respect to any alleged breach, violation or subsection default under any contractual or other obligation, or any Law, is not an admission that such breach, violation or default has occurred. The information contained in these Disclosure Schedules is disclosed solely for purposes of the Partnership Disclosure Schedule 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 the enforceability of contracts, or the Parent Disclosure Schedule existence or non-existence of third-party rights) shall be deemed to be an exception admission by any party to (orthe Agreement to any third party of any matter whatsoever, as applicable, a disclosure for purposes of) (a) or otherwise give rise to any claim or benefit to any third party. These Disclosure Schedules and the representations, warranties, covenants, agreements information and disclosures contained herein are intended only to qualify the representations or other provisions hereof of the respective Party that are warranties contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that 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 represents have been summarized or described in these Disclosure Schedules, such summary or description does not purport to be a complete statement of the material factterms of such contract or other item, event and all such summaries and descriptions are qualified in their entirety by reference to the contract or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablebeing summarized and/or described. The Partnership information provided in these Disclosure Schedule Schedules is being provided solely for the purpose of making disclosures to the Purchasers under the Agreement. In disclosing this information, the Company does not waive, and Parent Disclosure Schedule shall each be delivered as expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the entry into this Agreementmatters disclosed or discussed herein. The headings and introductions used in these Disclosure Schedules have been included for convenience only, and no amendments are not intended to limit the effect of the disclosures contained herein or modifications thereto shall to expand the scope of the information required to be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Scheduledisclosed herein. Schedule 3.1(a). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The disclosure of any information in the Partnership Disclosure Schedule and the Parent Disclosure Schedule Schedules, which shall be arranged compiled and attached to this Agreement, shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in separate parts corresponding to connection with the numbered representations and lettered sections set forth warranties made by Buyer, Seller or the Company, as applicable, in this Agreement, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, Buyer, Seller or the Company, as applicable. For purposes Neither the specification of this any item or matter in any representation or warranty contained in the Agreement nor the inclusion of any disclosure specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in the Agreement or included in the Disclosure Schedules is or is not in the ordinary course of business. The Section number headings in the Disclosure Schedules references set forth herein and included in the Disclosure Schedules correspond to the Section numbers in this Agreement; provided, that any information disclosed in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules shall be deemed to be an exception disclosed and incorporated into any other Section of the Disclosure Schedules solely to (orthe extent that the applicability of such information and disclosure to such other Section of the Disclosure Schedules is reasonably apparent on its face. Nothing set forth in the Disclosure Schedules shall be deemed to broaden or otherwise amplify, as applicableor expand the scope of, a disclosure for purposes of) (a) the representations, warranties, covenants, covenants and agreements or other provisions hereof of the respective Party that are contained in the corresponding Section Agreement or subsection to interpret the meaning of this Agreement, and (b) any other of the representations, warranties, covenants, covenants or agreements or other provisions hereof of the respective party that are contained in this Agreement, but set forth in the case Agreement. All descriptions of this clause any document included in the Disclosure Schedules (a) are summary in nature, (b) only if do not purport to be a complete statement of the relevance material terms of that disclosure as an exception such document, and (c) are qualified in their entirety by reference to (or a disclosure for purposes ofi) such representationsdocument, warranties(ii) any and all exhibits, covenantsschedules, agreements annexes, riders, addendums and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule documents and instruments attached to such document or Parent Disclosure Schedule as an exception otherwise referred to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreementtherein, and no amendments or (iii) any other amendments, supplements and other modifications thereto shall be made without the written consent of Parent (to such document, in the each case of an amendment or modification to the Partnership Disclosure Schedule) extent provided or the Partnership (in the case of an amendment or modification made available to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedBuyer.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Prior to the numbered execution and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection delivery of this Agreement, the Company has delivered to Parent, and Parent has delivered to the Company, a schedule (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (bthe Company, the “Company Disclosure Schedule,” and in the case of Parent, the “Parent Disclosure Schedule”) only if setting forth, among other things, items the relevance disclosure of that which are necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to (one or more of such party’s representations or warranties contained in Article IV, in the case of the Company, or Article V, in the case of Parent, or to one or more of such party’s covenants contained in Articles VI or VII. Disclosure in any section of the Disclosure Schedule of a disclosure for purposes of) party shall apply only to the Section of this Agreement indicated in such representations, warranties, covenants, agreements and other provisions hereof, Disclosure Schedule except to the extent that it is reasonably apparentapparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement. The Disclosures with respect to a section of this Agreement in the Disclosure Schedule of a party may incorporate by reference disclosures in such Disclosure Schedule with respect to any other section of this Agreement. Notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable(defined in Section 4.1(a)). The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be phrase “provided to Parent” or “made available to Parent” or “delivered as to Parent” or any phrase of similar import means that the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) Company or the Partnership (in the case of an amendment Company Bank has delivered, provided access to or modification made certain items available for review and copying to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedits counsel.

Disclosure Schedules. Each The following schedules are provided in connection with the various representations and warranties contained in Section 3 of the Partnership Disclosure Schedule Common Stock Purchase Agreement dated as of April 23, 2013, (the “Agreement”) by and between CopyTele, Inc., a Delaware corporation (the Parent Disclosure Schedule shall be arranged in separate parts corresponding to “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the numbered and lettered sections set forth in this “Buyer”). These disclosure schedules are an integral part of the Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained Any terms defined in the corresponding Section or subsection of this AgreementAgreement shall have the same meaning when used in these schedules, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of unless the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentcontext indicates otherwise. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule following schedules as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception, fact, event or circumstance circumstance, or that such item has had, information constitutes or would reasonably be expected to have constitute a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as Any disclosures herein made with respect to a section or subsection of the entry into this AgreementAgreement shall be deemed to qualify such sections or subsections specifically referenced or cross-referenced and any other section or subsection to the extent that it is reasonably apparent that such disclosure also pertains to such other section or subsection. In the event of any inconsistency between the statements in the Agreement and those herein (other than an exception expressly set forth as such herein with respect to a specifically identified representation or warranty), the statements in the Agreement will control. No disclosure in the following schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred, and no amendments or modifications thereto shall be made without the written consent of Parent (disclosure in the case following schedules constitutes an admission of any liability or obligation of the Company or any Affiliate to any third party. The descriptive headings in this Disclosure Schedule are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning, construction or interpretation of, the Disclosure Schedules or the Agreement. Schedule 3(a) Subsidiaries CopyTele International Ltd. CopyTele Marketing, Inc CTI Patent Acquisition Corporation Secure Web Conference Corporation Schedule 3(c) Capitalization On February 8, 2011, the Company sold 7,000,000 unregistered shares of its common stock in a private placement to 10 accredited investors, including Dexxx X. Xxxxxx, the Company’s former Chairman and Chief Executive Officer, Hexxx X. Xxxxx, the Company’s Chief Financial Officer and a director, and Lexxx X. Xxxxxxxxx, a director and now the current Chairman, and Gexxxx X. Xxxxxxxx, former director of the Company, at a price of $0.1786 per share, or proceeds of $1,250,000. In conjunction with the sale of the common stock, the Company issued the investors warrants to purchase 7,000,000 unregistered shares of its common stock. Each warrant grants the holder the right to purchase one share of the Company’s common stock (or 7,000,000 shares of common stock in the aggregate) at the purchase price of $0.1786 per share on or before February 8, 2016. Certain of the investors are officers and/or directors of the Company and the warrants issued to such persons included a “cashless exercise” provision. On September 12, 2012, the Company completed a private placement with 5 accredited investors, including Lexxx X. Xxxxxxxxx, the Company’s Chairman and then Chief Executive Officer, and Brxxx Xxxxxxx, a director of the Company (the “Investors”), pursuant to which the Company sold $750,000 principal amount of 8% Convertible Debentures due 2016 (the “Debentures”). The Debentures mature on September 12, 2016, bear interest at the rate of 8% payable quarterly and are convertible into shares (the “Conversion Shares”) of common stock of the Company, and at a price per share of $0.092. The Company may prepay the Debentures at any time without penalty upon 30 days prior notice. The Debentures also provide for events of default which, if any of them occurs, would permit the principal of and accrued interest on the Debentures to become or to be declared due and payable, unless the event of default has been cured or the holder of the Debenture has waived in writing the event of default. The Company granted the holders customary piggy-back registration rights. If all of the Debentures are converted, the Company would issue 10,870 shares of its common stock for each $1,000 principal amount of Debentures or 8,152,174 shares of its common stock in the aggregate. On September 19, 2012, the Board granted stock options to purchase 41.5 million shares. Of these options, options to acquire 40 million shares were issued to the new management team and have an exercise price of $0.2175. Twenty million of those options will vest only if certain milestones are met. The remaining options to acquire 1.5 million shares were issued to Lexxx X. Xxxxxxxxx, the Company’s Chairman, and Kexx Xxxxxxxx, a director of the Company and have an exercise price of $0.2225. On January 25, 2013 (the “Closing Date”), we completed a private placement with 20 accredited investors, including Roxxxx X. Xxxxxx, the Company’s President, Chief Executive Officer and a director, Dr. Amxx Xxxxx, a consultant and director of the Company, and Brxxx Xxxxxxx, a director of the Company (the “Investors”), pursuant to which the Company sold $1,765,000 principal amount of 8% Convertible Debentures due 2015 (the “Debentures”) and warrants (the “Warrants”) to purchase 5,882,745 shares of common stock of the Company, par value $0.01 per share (the “Warrant Shares”). The Debentures mature on January 25, 2015, bear interest at the rate of 8% payable quarterly and are convertible into shares (the “Conversion Shares”) of the Company’s common stock at a price per share of $0.15. The Company may prepay the Debentures at any time without penalty upon 30 days prior notice, but only if the sales price of the common stock on the principal market on which the common stock is primarily listed and quoted for trading is at least $0.30 for 20 trading days in any 30-day trading period ending no more than 15 days before the Company’s prepayment notice. The Company has the option to pay any interest on the debentures in common stock based on the average of the closing prices of the Company’s common stock for the 10 trading days immediately preceding the interest payment date. If all interest through the maturity date of the debentures is paid in common stock, the Company would issue an additional 1,126,767 shares (based on the average closing prices of the Company’s common stock for the 10 trading days ending April 16, 2013). The Company also has the option to pay any interest on the debentures with additional debentures. If all interest through the maturity date of the debentures that are currently outstanding were paid in the form of debentures, the Company would issue $282,400 principal of additional 8% convertible debentures. The terms of the debentures preclude the Company from incurring any indebtedness senior to the debentures. The Debentures contain full ratchet anti-dilution protection which means, that, subject to certain exceptions, if the Company sells shares of common stock (or securities convertible or exchangeable into common stock) at an effective price of less than $0.15 per share of common stock, the conversion price of the Debentures will be reduce to such lower effective sales price. The Debentures also provide for events of default which, if any of them occurs, would permit the principal of and accrued interest on the Debentures to become or to be declared due and payable, unless the event of default has been cured or the holder of the Debenture has waived in writing the event of default. If all of the Debentures are converted, the Company would issue 6,667 shares of common stock for each $1,000 principal amount of Debentures or 11,767,255 shares of its common stock in the aggregate. For each $1,000 principal amount of Debentures, the Company issued a Warrant to purchase 3,333 shares of common stock. Each Warrant grants the holder the right to purchase the Warrant Shares at the purchase price per share of $0.30 on or before January 25, 2016. If there is not an effective registration statement covering the Warrant Shares, the Warrants may be exercised on a cashless basis. Pursuant to the Debentures and Warrants, no Investor may convert or exercise such Investor’s Debenture or Warrant if such conversion or exercise would result in the Investor beneficially owning in excess of 4.99% of our then issued and outstanding common stock. A holder may, however, increase this limitation (but in no event exceed 9.99% of the number of shares of common stock issued and outstanding) by providing the Company with 61 days’ notice that such holder wishes to increase this limitation. In connection with this offering, the Company granted each Investor registration rights with respect to the Conversion Shares and the Warrant Shares. The Company is obligated to use its reasonable best efforts to cause a registration statement registering for resale the Conversion Shares and the Warrant Shares to be filed no later than 90 days from the Closing Date and must be declared effective no later than 180 days from the Closing Date. The Company is required to use it reasonable best efforts to keep the registration statement effective date until the Conversion Shares and the Warrant Shares can be sold under Rule 144(k) of the Securities Act or such earlier date when all Conversion Shares and the Warrant Shares have been sold publicly; provided, however, the Company shall not be required to keep the Registration Statement effective for a period of more than three years from the Closing Issuance Date. If a registration statement covering the resale of the Conversion Shares is not filed within the 90-day period (the “Filing Default”), then on the date of the Filing Default and on each monthly anniversary (if the Filing Default has not been cured by such date) until the Filing Default is cured, the Company shall pay in cash to each Debenture holder liquidated damages equal to 1.0% of the aggregate purchase price paid by such holder for such Debentures then held by such holder. The liquidated damages will apply on a daily pro-rata basis for any portion of a month prior to curing of the Filing Default. The Company will not be liable for liquidated damages with respect to Warrant Shares. In connection with this offering, the Company paid The Benchmark Company LLC, as placement agent, a cash placement fee of $41,400 (or 6% of the aggregate purchase price from the investors they introduced to the Company) and issued to The Benchmark Company LLC warrants to purchase 276,000 shares of common stock (or 6% of the aggregate number of shares underlying the Debentures issued to the investors they introduced to the Company) upon the same terms as the Warrants issued in the offering. Pursuant to the terms of an amendment or modification Agreement, dated as of October 18, 2012, between the Company and Netgain Financial, Inc. (“Netgain”), on each of October 18, 2012 and January 18, 2013, the Company issued Netgain 125,000 shares of restricted common stock in payment of public relations and communications services. The Company terminated the agreement on April 9, 2013. On March 28, 2013, the Board of Directors approved an increase in the annual stock option grant to non-employee directors and granted Messrs. Tixxxxxxx, Joxxxxx xnd Wixxxxxx xon-qualified stock options to purchase 400,000, 300,000 and 300,000 shares of our common stock, respectively. These stock options (i) will vest in four equal installments on March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013, (ii) will terminate on December 31, 2022 and (iii) have an exercise price of $0.195. On April 3, 2013, the Company, through its newly formed, wholly owned subsidiary, CTI Patent Acquisition Corporation (“CTIPAC”), entered into an exclusive license agreement (the “CTIPAC Agreement”) pursuant to which it acquired the rights to a patent portfolio relating to loyalty awards programs commonly provided by airlines, credit card companies, hotels, retailers, casinos, and others. The patent portfolio consists of 13 patents (the “Patents”) that cover the conversion of non-negotiable, loyalty awards points into negotiable funds used to purchase goods and services from third parties, and the conversion of awards points into points and awards provided by other loyalty program providers. Pursuant to the Partnership Disclosure ScheduleCTIPAC Agreement, the licensors will receive a percentage of all amounts received by CTIPAC from licensing and enforcement of the Patents and were issued 200,000 restricted shares of the Company’s common stock. The issuances of the securities referred to above (i) were not registered under the Securities Act of 1933, as amended, in reliance on an exemption from registration under Section 3(b) or Section 4(2) of the Partnership Act, and Rule 506 promulgated thereunder, based on the fact that all of the investors are “accredited investors,” as such term is defined in Rule 501 of Regulation D and (ii) were not subject to any underwriting discounts or commissions. Schedule 3(e) Conflicts None. Schedule 3(f) 1934 Act Filings None. Schedule 3(g) Absence of Certain Changes None. Schedule 3(h) Litigation None. Schedule 3(j) Intellectual Property Rights None. Schedule 3(l) Title None. Schedule 3(p) Transactions With Affiliates Refer to disclosure in Schedule 3(c). EXHIBIT A FORM OF OFFICER’S CERTIFICATE This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of April 23, 2013 (the “Common Stock Purchase Agreement”), by and between COPYTELE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the case Common Stock Purchase Agreement. The undersigned, ___________, ____________ of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.Company, hereby certifies as follows:

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Prior to the numbered execution and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection delivery of this Agreement, the Company has delivered to Parent, and Parent has delivered to the Company, a schedule (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (bthe Company, the “Company Disclosure Schedule,” and in the case of Parent, the “Parent Disclosure Schedule”) only if setting forth, among other things, items the relevance disclosure of that which are necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to (one or more of such party’s representations or warranties contained in Article IV, in the case of the Company, or Article V, in the case of Parent, or to one or more of such party’s covenants contained in Articles VI or VII. Disclosure in any section of the Disclosure Schedule of a disclosure for purposes of) party shall apply only to the Section of this Agreement indicated in such representations, warranties, covenants, agreements and other provisions hereof, Disclosure Schedule except to the extent that it is reasonably apparentapparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement. The Disclosures with respect to a section of this Agreement in the Disclosure Schedule of a party may incorporate by reference disclosures in such Disclosure Schedule with respect to any other section of this Agreement. Notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable(defined in Section 4.1(a)). The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be phrase “provided to Parent” or “made available to Parent” or “delivered as to Parent” or any phrase of similar import means that the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) Company or the Partnership (in the case of an amendment Company Bank has delivered, provided access to or modification made certain items available for review and copying, or that such items are available on wxx.xxx.xxx, to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedits counsel.

Disclosure Schedules. Each of There may be included in the Partnership Company Disclosure Schedule and or the Parent Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) items and information, the disclosure of which is not required either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV or to one or more covenants contained in Article V. Inclusion of any items or information in the Disclosure Schedules shall not be arranged 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 is reasonably likely to result in separate parts corresponding a Company Material Adverse Effect or to affect the numbered and lettered sections set forth in interpretation of such term for purposes of this Agreement. For purposes of this Agreement any disclosure The Disclosure Schedules set forth in any items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the Partnership items or information in such Disclosure Schedule relates; provided, however, that any information set forth in one section or subsection pertaining to representations, warranties and covenants of the Company Disclosure Schedule or the Parent Purchaser Disclosure Schedule Schedule, as the case may be, shall be deemed to be an exception apply to (or, as applicable, a disclosure for purposes of) (a) the each other section or subsection thereof pertaining to representations, warranties, covenants, agreements warranties and covenants to the extent that it is reasonably apparent that it is relevant to such other sections or other provisions hereof subsections of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Company Disclosure Schedule or the Parent Purchaser Disclosure Schedule, as the case may be, provided further, that no information contained in the Disclosure Schedules shall apply to, or be disclosed against, the representations and warranties set forth in Section 3.8(b) hereof unless expressly set forth in Section 3.8(b) of the Company Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded(without cross reference).

Disclosure Schedules. Each The inclusion of any item in a section of the Partnership Seller Disclosure Schedule and the Parent or Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) (i) does not represent a determination by the disclosing Party that such item is “material” or could have a Material Adverse Effect and (ii) shall not constitute an admission by the disclosing Party that such disclosure is required to be arranged in separate parts corresponding made pursuant to any of the numbered representations and lettered sections set forth warranties contained in this Agreement. For purposes of this Agreement When any disclosure set forth matter is disclosed in any particular Section or subsection of place in the Partnership Disclosure Schedule or the Parent Disclosure Schedule Schedules, such matter shall be deemed to be an exception have been disclosed with respect to (or, any other sections of such Disclosure Schedule so long as applicable, a disclosure for purposes of) (a) its relevance to such other sections is reasonably apparent from the representations, warranties, covenants, agreements or other face of such disclosure. The Disclosure Schedules are qualified in their entirety by reference to the provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. The Disclosure Schedules shall not be construed as, are not intended to constitute, and (b) any other representationsshall not be construed as constituting, warranties, covenants, agreements representations or other provisions hereof warranties of the respective party that are contained disclosing Party except to the extent provided in this Agreement, but in nor shall the case Disclosure Schedules be construed as expanding the scope of this clause (b) only if any of the relevance representations or warranties of that disclosure any Party except as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentexpressly contemplated therein. The mere inclusion of an item in information contained the Partnership Disclosure Schedule Schedules was not prepared or Parent Disclosure Schedule as an exception disclosed with a view that it would be disclosed to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement any Person that is not so consented a Party and the disclosing Party does not assume any responsibility to shall be disregardedany such Person that is not a Party for any inaccuracies contained in the Disclosure Schedules or otherwise. The information contained in the Disclosure Schedules is disclosed in confidence solely for the purposes contemplated in this Agreement and is subject to the Confidentiality Agreement.

Disclosure Schedules. Each of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding Prior to the numbered execution and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection delivery of this Agreement, the Company has delivered to Parent, and Parent has delivered to the Company, a schedule (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (bthe Company, the “Company Disclosure Schedule,” and in the case of Parent, the “Parent Disclosure Schedule”) only if setting forth, among other things, items the relevance disclosure of that which are necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to (one or more of such party’s representations or warranties contained in Article IV, in the case of the Company, or Article V, in the case of Parent, or to one or more of such party’s covenants contained in Articles VI or VII. Disclosure in any section of the Disclosure Schedule of a disclosure for purposes of) party shall apply only to the Section of this Agreement indicated in such representations, warranties, covenants, agreements and other provisions hereof, Disclosure Schedule except to the extent that it is reasonably apparentapparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement. The Disclosures with respect to a section of this Agreement in the Disclosure Schedule of a party may incorporate by reference disclosures in such Disclosure Schedule with respect to any other section of this Agreement. Notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item in the Partnership Disclosure Schedule or Parent a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable(defined in Section 4.1(a)). The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be phrase “provided to Parent” or “made available to Parent” or “delivered as to Parent” or any phrase of similar import means that the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) Company or the Partnership (in the case of an amendment Company Bank has delivered, provided access to or modification made certain items available for review and copying, or that such items are available on xxx.xxx.xxx, to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedits counsel.

Disclosure Schedules. Each If, subsequent to the date of this Agreement and prior to the date of Closing, an event occurs that renders untrue any representation or warranty of a party made herein (a "SUBSEQUENT EVENT"), such party shall promptly deliver to the other parties an amended or supplemental disclosure schedule (a "SUBSEQUENT DISCLOSURE SCHEDULE") which will contain a description of the Partnership Disclosure Schedule and the Parent Subsequent Event. The existence of a Subsequent Event which is disclosed on a Subsequent Disclosure Schedule shall not constitute a Breach by such party of any of its representations or warranties hereunder or be arranged taken into account in separate parts corresponding to determining whether the numbered and lettered sections condition precedents set forth in Section 6.1.1 or 6.2.1 has been satisfied or form a basis for any indemnification or other claim by the other parties hereunder; provided, however, that all matters therein disclosed, together with all other events, circumstances and occurrences (including Subsequent Events, if any), may be taken into account by the other parties in determining whether the condition set forth in Section 6.1.7 or 6.2.7 has been satisfied; and provided, further, that this Section is not intended to permit a party to alter or amend its representations and warranties as made herein as of the date of this Agreement, including any Disclosure Schedule, and any Subsequent Disclosure Schedule provided by any party pursuant to this Section shall not cure the inaccuracy thereof as of the date of this Agreement for any purpose under this Agreement. For purposes Disclosure of this Agreement any disclosure set forth fact or item in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Subsequent Disclosure Schedule shall referred by a particular Section shall, should the existence of the fact or item or its contents be relevant to any other Section, be deemed to be disclosed with respect to such other Section(s) whether or not an exception explicit cross reference appears and whether or not the Section(s) make reference to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentSchedule. The mere inclusion disclosure of an any particular fact or item in the Partnership any Disclosure Schedule or Parent Subsequent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an any admission that such as to whether the fact or item represents a material fact, event or circumstance or that such item has had, is "material" or would reasonably be expected to have constitute a Partnership Material Adverse Effect or Parent "Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded".

Disclosure Schedules. Each Parent has set forth information on the Parent 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 Partnership Parent Disclosure Schedule need not be set forth in any other section so long as its relevance to such other section of the Parent 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 hereto acknowledge and agree that (i) the Parent Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer, (ii) the disclosure by Parent of any matter in the Parent Disclosure Schedule shall not be arranged in separate parts corresponding deemed to constitute an acknowledgment by Parent that the numbered and lettered sections set forth in this Agreement. For purposes matter is required to be disclosed by the terms of this Agreement or that the matter is material, (iii) the disclosure by Parent of any disclosure set forth matter in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed construed as or constitute an admission, evidence or agreement that a violation, right of termination, default, non-compliance, liability or other obligation of any kind exists with respect to any item, gives rise to a material adverse effect, or is outside the ordinary course of business, (iv) with respect to the enforceability of contracts with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, is intended only to allocate rights and risks among the parties hereto and is not intended to be an exception admissions against interests, give rise to (orany inference or proof of accuracy, as applicablebe admissible against any party hereto by any Person who is not a party hereto, or give rise to any claim or benefit to any Person who is not a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreementparty hereto, and (bv) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected interpreted to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule broaden Parent’s representations and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedwarranties.

Disclosure Schedules. Each Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Partnership Borealis Disclosure Schedule, the Borealis Trust Disclosure Schedule, the Xxxxxx Xxxxxx Disclosure Schedule, the Teachers’ Disclosure Schedule, the Teachers’ Trust Disclosure Schedule, the Company Disclosure Schedule, the U.S. General Partner Disclosure Schedule and or the Parent Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Sellers, Buyer, U.S. General Partner, or any of the Companies, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in separate parts sections corresponding to the numbered and lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to Buyer and its Representatives or each of the Sellers and their respective Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 2 (or any other applicable provision of this Agreement). Any disclosure set forth in a section or subsection of the Partnership Company Disclosure Schedule shall be deemed to be (as applicable) an exception to, or a disclosure for purposes of, the representations, warranties, covenants, agreements or other provisions, as the case may be, contained in the correspondingly numbered and/or lettered section or subsection of the Agreement and each other representation, warranty, covenant, agreement or other provision of the Agreement to which the relevance of such disclosure is reasonably apparent on the face of such disclosure, whether or not repeated or cross-referenced in such other sections or subsections. The Company shall not be entitled to update or modify the Company Disclosure Schedule after the execution and delivery of this Agreement, and any update or modification made or purported to have been made to the Company Disclosure Schedule after the execution and delivery of this Agreement shall be disregarded for all purposes under this Agreement. The Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth contained in Section 3 (or any other applicable provision of this Agreement). For purposes of this Agreement any Any disclosure set forth in any particular Section a section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be (as applicable) an exception to (orto, as applicable, or a disclosure for purposes of) (a) , the representations, warranties, covenants, agreements or other provisions hereof of provisions, as the respective Party that are case may be, contained in the corresponding Section correspondingly numbered and/or lettered section or subsection of this Agreementthe Agreement and each other representation, and (b) any other representationswarranty, warrantiescovenant, covenants, agreements agreement or other provisions hereof provision of the respective party that are contained in this Agreement, but in the case of this clause (b) only if Agreement to which the relevance of that such disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparentapparent on the face of such disclosure, whether or not repeated or cross-referenced in such other sections or subsections. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected entitled to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or modify the Parent Disclosure Schedule after the entry into execution and delivery of this Agreement, and any update or modification made or purported to have been made to the Parent Disclosure Schedule after the execution and delivery of this Agreement that is not so consented to shall be disregardeddisregarded for all purposes under this Agreement.

Disclosure Schedules. Each The disclosure of an item in one section of the Partnership Disclosure Schedule Schedules as an exception to a particular representation or warranty in ‎Article III or Article IV of this Agreement, as applicable, will be deemed adequately disclosed as an exception with respect to all representations and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections warranties expressly set forth in ‎Article III or Article IV of this Agreement, as applicable, to the extent that the relevance of such item to such other representations or warranties is reasonably apparent on its face. For The Disclosure Schedules are not intended to constitute, and will not be construed as constituting, representations and warranties made by the Seller or the Buyer, as applicable. The inclusion of any item in the Disclosure Schedules is not intended to imply that such item so included (or any non-disclosed item or information of comparable or greater significance) is or is not required to be disclosed in the Disclosure Schedules, is or is not material to the Seller or the Group Companies or the Buyer, as applicable, or is within or outside of the ordinary course of business, and no Person may use the fact of the inclusion of any item in the Disclosure Schedules in any dispute or controversy involving such Person as to whether any obligation, item or matter not included in the Disclosure Schedules is or is not required to be disclosed therein, is or is not material to the Seller or the Group Companies or the Buyer, as applicable, or is within or outside of the ordinary course of business. The information contained in this Agreement, in the Disclosure Schedules, and the Exhibits hereto and thereto is disclosed solely for purposes of this Agreement any disclosure set forth in any particular Section Agreement, and no information contained herein or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall therein will be deemed to be an exception admission by any party hereto to (orany Person of any matter whatsoever, as applicableincluding any violation of any Legal Requirement or Contractual Obligation. Notwithstanding anything to the contrary set forth herein, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of items set forth in the respective Party Seller Disclosure Schedule that are contained in the corresponding Section or subsection of this Agreement, marked with an asterisk have been provided for information purposes only and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission considered to be disclosed against or otherwise qualify any of the representations and warranties of the Seller in this Agreement unless and until such items have been made available to Buyer and Buyer has confirmed in writing that such item represents a material fact, event or circumstance or that such item has had, or would is reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicableacceptable for disclosure. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.112

Disclosure Schedules. Each of Disclosures on the Partnership Purchaser Disclosure Schedule and or the Parent Seller Disclosure Schedule (each, a “Disclosure Schedule”) shall be arranged in separate parts sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement , and any disclosure set forth in on any particular Section or subsection section of the Partnership Disclosure Schedule or the Parent a Disclosure Schedule shall be deemed to be disclosed by the party hereto delivering such Disclosure Schedule for all sections of this Agreement and all other sections of such Disclosure Schedule to the extent that it is reasonably apparent on its face from a reading of such disclosure that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. Except as otherwise expressly required by this Agreement, the inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an exception admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to (orbe listed in any section of such Disclosure Schedule or that any such matter rises to a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a disclosure Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes of) and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and Seller and were not intended to be admissions against interests (a) the representationswith respect to third parties), warrantiesgive rise to any inference or proof of accuracy, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of be admissible against any party to this Agreement by any Person who is not a party to this Agreement, and (b) or give rise to any other representationsclaim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, warrantiesthreat, covenants, agreements notice or other provisions hereof communication shall not be deemed to include disclosure of the respective party that are contained truth of the matter communicated. In addition, with respect to third parties, the disclosure of any matter in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is not to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has hadmatter actually constitutes noncompliance with, or would reasonably be expected a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as which such disclosure is applicable. The Partnership In no event shall the disclosure of matters disclosed in a Disclosure Schedule and Parent be deemed or interpreted to broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. No reference in a Disclosure Schedule shall each by itself be delivered construed as an admission or indication that a Contract or other document is enforceable or currently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the entry into this Agreementterms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the specific terms and no amendments conditions of such Contract or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedother document.

Disclosure Schedules. Each The parties hereto agree that any reference in a particular Section of the Partnership Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule Schedule, as applicable, shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) the representations and warranties (a) the representations, warranties, or covenants, agreements or other provisions hereof as applicable) of the respective Party relevant party that are contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations, warranties, covenants, agreements or other provisions hereof representations and warranties of the respective such party that are is contained in this Agreement, but in the case of this clause (b) only if Agreement to which the relevance of that disclosure as an exception such item thereto is reasonably apparent on its face (other than any matters required to (or a disclosure be disclosed for purposes ofof Sections 5.1(b)(i), 5.1(b)(iii) or 5.1(f), which matters shall only be disclosed by specific disclosure in the corresponding section of the Company Disclosure Schedule). Each party here has or may have set forth information in the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, in a section thereof that corresponds to the Section of this Agreement to which it relates. The fact that any item of information is disclosed in the Company Disclosure Schedule or Parent Disclosure Schedule shall not be construed to mean that such representations, warranties, covenants, agreements and other provisions hereof, information is reasonably apparentrequired to be disclosed by this Agreement. The mere inclusion of an item by the Company in the Partnership Company Disclosure Schedule or by Parent and Merger Sub in the Parent Disclosure Schedule as an exception to (or, as applicable, a disclosure for purposes of) a representation or warranty shall not be deemed an admission that (a) such item represents a material exception or material fact, event or circumstance or that such item has had, had or would reasonably be expected to have have, with respect to the Company, a Partnership Material Adverse Effect or Parent Company Material Adverse Effect, and with respect to Parent, a material adverse effect, as applicable or (b) such information (or any non-disclosed information of comparable or greater significance) is required to be disclosed by the terms of this Agreement or is material to the business, results of operations or financial condition of the Company or Parent, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each All Disclosure Schedules attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Partnership Disclosure Schedule and the Parent Disclosure Schedule Schedules shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in separate parts separately numbered sections corresponding to the numbered and lettered sections set forth in of this Agreement. For purposes of this Agreement ; however, any disclosure set forth item disclosed in any particular Section part, subpart, section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception have been disclosed with respect to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or every other provisions hereof section and subsection of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only Disclosure Schedule if the relevance of that such disclosure as an exception to (such other section or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, subsection is reasonably apparent. The mere inclusion apparent on its face, notwithstanding the omission of an appropriate cross-reference. Any item in of information, matter or document disclosed or referenced in, or attached to, the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty Schedules shall not (a) be deemed an admission used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item represents or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Seller’s or Buyer’s respective representations and warranties contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a material factdetermination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, event (f) constitute, or circumstance be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by Seller to Buyer that such item has had, meets any or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as all of the entry into criteria set forth in this Agreement for inclusion in the Disclosure Schedules. No reference in the Disclosure Schedules to any Contract shall, by itself, be construed as an admission or indication that such Contract is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.

Disclosure Schedules. Each The Company Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article 2, and the disclosures in any section or subsection of the Partnership Company Disclosure Schedule qualify other sections and subsections in Article 2 to the extent it is readily apparent on its face from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The Parent Disclosure Schedule shall be arranged in separate parts sections and subsections corresponding to the numbered and lettered sections set forth and subsections contained in this AgreementArticle 3, and the disclosures in any section or subsection of the Parent Disclosure Schedule qualify other sections and subsections in Article 3 to the extent it is readily apparent on its face from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. For purposes of this Agreement any disclosure Agreement: (a) each statement or other item of information set forth in any particular Section or subsection of the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule shall be deemed is intended only to be an exception to (or, as applicable, a disclosure for purposes of) (a) qualify and limit the representations, warranties, covenants, covenants and agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are Company contained in this Agreement, but Agreement and shall not be deemed to expand in any way the case scope or effect of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) any such representations, warranties, covenants, agreements covenants and agreements; and (b) each statement or other provisions hereof, is reasonably apparent. The mere inclusion item of an item information set forth in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception is intended only to a representation or warranty qualify and limit the representations, warranties, covenants and agreements of Parent and the Merger Subs contained in this Agreement and shall not be deemed an admission that to expand in any way the scope or effect of any such item represents a material factrepresentations, event or circumstance or that such item has hadwarranties, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicablecovenants and agreements. The Partnership Company Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the entry into this Agreementdate hereof, and no amendments or modifications thereto shall be made without the written consent of Parent (in the case of an amendment or modification to the Partnership Disclosure Schedule) or the Partnership (in the case of an amendment or modification to the Parent Disclosure Schedule)made. Any purported update or modification to the Partnership Company Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to date hereof shall be disregarded.

Disclosure Schedules. Each of the Partnership Disclosure Schedule The representations and the Parent Disclosure Schedule shall be arranged warranties contained in separate parts corresponding Article IV, Article V and Article VI are qualified by reference to the numbered and lettered sections set forth in this Agreement. For purposes of this Agreement any disclosure set forth in any particular Section or subsection of the Partnership Disclosure Schedule or the Parent Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations, warranties, covenants, agreements or other provisions hereof of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Disclosure Schedule or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse Effect, as applicable. The Partnership Company Disclosure Schedule and Parent Disclosure Schedule attached hereto. The parties hereto agree that the Company Disclosure Schedule and Parent Disclosure Schedule are not intended to constitute, and shall each not be delivered construed as constituting, representations and warranties of the entry into parties except to the extent expressly provided in this Agreement. The parties acknowledge that (i) the Disclosure Schedules may include items or information that are not required to be disclosed under this Agreement, (ii) disclosure of such items or information shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations of any of the parties to this Agreement, and no amendments (iii) inclusion of information in the Disclosure Schedules shall not be construed as an admission that such information is material to a party. Similarly, in such matters where a representation or modifications thereto warranty is given or other information is provided, the disclosure of any matter by any party in the Disclosure Schedules shall not imply that any other undisclosed matter having a greater value or other significance is material. The parties further acknowledge that (A) headings have been inserted on sections of the Disclosure Schedules for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of this Agreement or the Disclosure Schedules, (B) cross references that may be contained in sections of the Disclosure Schedules to other sections of the Disclosure Schedules are not all-inclusive of all disclosures contained on such referenced sections of the Disclosure Schedules, and (C) information contained in various sections of the Disclosure Schedules may be applicable to other sections of the Disclosure Schedules; accordingly, every matter, document or item referred to, set forth or described in one section of the Disclosure Schedules shall be made without deemed to be disclosed under each and every part, category, heading or subheading of such section and all other sections of the written consent Disclosure Schedules and shall be deemed to qualify the representations and warranties of Parent (in the Seller or the Purchaser Entities, as the case may be, in this Agreement relating to such other section of an amendment or modification the Disclosure Schedules, to the Partnership extent such matter, document or item may apply if (x) a cross-reference to such other section of the Disclosure ScheduleSchedules is made, or (y) it is readily apparent on its face that the disclosed matter, document or item referred to, set forth or described in such section of the Partnership (in Disclosure Schedules is relevant to such other section of the case of an amendment or modification to the Parent Disclosure Schedule). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregardedSchedules.

Disclosure Schedules. Each of the Partnership Company and Parent has set forth information in the Company Disclosure Schedule Schedules and the Parent Disclosure Schedule shall be arranged Schedules, respectively, in separate parts corresponding sections thereof that correspond to the numbered and lettered sections of this Agreement to which it relates. A matter set forth in this Agreement. For purposes one section of this Agreement any a disclosure schedule need not be set forth in any particular Section or subsection other section so long as its relevance to such other section of the Partnership disclosure schedule or section of the Agreement is reasonably apparent. Any item of information, matter or document disclosed or referenced in, or attached to, the Company Disclosure Schedule Schedules or the Parent Disclosure Schedule Schedules shall not (a) be used as a basis for interpreting the terms “material,” “Company Material Adverse Effect,” “Parent Material Adverse Effect,” “material adverse effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) constitute, or be deemed to be constitute, an exception admission of liability or obligation regarding such matter (other than with respect to (orany Section of the Company Disclosure Schedules or Parent Disclosure Schedules, as applicable, a disclosure for purposes of) (a) the representationsreferred to in any representation or warranty in this Agreement that expressly requires listing facts, warranties, covenants, circumstances or agreements or other provisions hereof in such section of the respective Party that are contained in the corresponding Section or subsection of this Agreement, and (b) any other representations, warranties, covenants, agreements or other provisions hereof of the respective party that are contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such representations, warranties, covenants, agreements and other provisions hereof, is reasonably apparent. The mere inclusion of an item in the Partnership Company Disclosure Schedule Schedules or Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Partnership Material Adverse Effect or Parent Material Adverse EffectSchedules, as applicable), or (d) notwithstanding the foregoing in subclause (c), constitute, or be deemed to constitute, an admission to any third party in any respect concerning such item or matter. The Partnership Disclosure Schedule and Parent Disclosure Schedule Notwithstanding anything to the contrary herein, after the Signing Date until the Closing Date, the Company shall each be delivered as have the right in its sole discretion to amend Section ‎4.17 of the entry Company Disclosure Schedules to add any new Material Contracts entered into this Agreementduring such time, and no amendments or modifications any and all details with respect thereto shall be made without the written consent of Parent (in the case of an amendment or modification that are responsive to the Partnership Disclosure Schedule) or the Partnership (representations and warranties contained in the case of an amendment or modification Section ‎4.17, and such amendments shall have full force and effect with respect to the Parent Disclosure Schedulesatisfaction of the condition set forth in Section ‎8.02(a). Any purported update or modification to the Partnership Disclosure Schedule or the Parent Disclosure Schedule after the entry into this Agreement that is not so consented to shall be disregarded.