Common use of Supplemental Disclosure Clause in Contracts

Supplemental Disclosure. (a) Seller shall have the right, from time to time prior to the Closing, to supplement any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof with respect to any matter that first arises after the date hereof that does not arise from: (i) any breach of this Agreement by Seller or any of its Affiliates; or (ii) any inaccuracy of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). (b) In the event Buyers choose not to terminate this Agreement as provided in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b) of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000.

Supplemental Disclosure. (a) Seller shall have The Borrower, on the right, from time to time prior to the Closing, to supplement any section request of the Seller Disclosure Letter Agent or any Lender, will (or may, as it shall elect) supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof other Loan Document with respect to any matter that first arises after hereafter arising which, if existing or occurring at the date hereof of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided that does such supplement to any such Schedule or representation shall not arise from: be deemed an amendment thereof except if and to the extent that (i) the information disclosed in such supplement updates (A) Schedule 3.2 or Schedule 3.8 to include any breach of Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the Borrower is in compliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by Seller the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose (x) the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case if and to the extent that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents or (y) commercial tort claims or instruments required to be disclosed in accordance with the terms thereof and, in the case of its Affiliates; any such supplement amending any schedule referred to in this clause (F), such schedule shall be deemed amended upon the delivery of written notice by the Borrower to Agent of any such new property or location, or (ii) any inaccuracy such amendment is expressly consented to in writing by the Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Lenders of any representation and warranty made Default disclosed therein. The Borrower shall, if so requested by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that Agent or the foregoing right to supplement the Seller Disclosure Letter shall not apply Requisite Lenders, furnish to the extent that Agent and the Supplemental Disclosure Matters proposed to be disclosed Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in such supplementsconnection with the Collateral as the Agent and the Lenders may reasonably request, all in reasonable detail, and the Borrower shall advise the Agent and the Lenders promptly, in the aggregatereasonable detail, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller(a) any Lien, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement other than as permitted pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree 6.7, attaching to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). or asserted against any of the Collateral, (b) In the event Buyers choose not to terminate this Agreement as provided any material change in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy composition of the applicable representation Collateral, and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in occurrence of any other event which would have a Material Adverse Effect upon the foregoing clauses (a) Collateral and/or the Agent’s and (b) of this Section 4.15: (i) at any time following BuyersLenders’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Lien thereon.

Supplemental Disclosure. At the request of GE Capital (ain the event that such information is not otherwise delivered by Aladdin Gaming to GE Capital pursuant to this Agreement) Seller shall have the rightbut not more frequently than every three (3) months, from time Aladdin Gaming will supplement (or cause to time prior to the Closingbe supplemented) each Schedule hereto, to supplement or representation herein or in any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof other Operative Document with respect to any matter that first arises after hereafter arising which, if existing or occurring at the date hereof of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided however, that does such supplement to such Schedule or representation shall not arise from: be deemed an amendment thereof unless expressly consented to in writing by GE Capital, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by GE Capital of any Default disclosed therein. Aladdin Gaming shall, if so requested by GE Capital, furnish to GE Capital as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as GE Capital may reasonably request, all in reasonable detail, and, Aladdin Gaming shall advise GE Capital promptly, in reasonable detail, of (i) any breach of this Agreement by Seller Lien, other than as permitted pursuant to Section 8(f), attaching to or asserted against any of its Affiliates; or the Collateral, (ii) any inaccuracy material change in the composition of the Collateral, and (iii) the occurrence of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of other event which would have a Material Adverse Effect upon the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so)Collateral and/or GE Capital's Lien thereon. (b) In the event Buyers choose not to terminate this Agreement as provided in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b) of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000.

Supplemental Disclosure. Within thirty (a30) Seller shall have days after the rightend of each Fiscal Quarter (or, from time if a Default has occurred and is continuing, at such other times as Agent may require upon no less than ten (10) days prior notice) and, with respect to time prior SCHEDULES 3.6 and 3.20 only, promptly and in any event within five (5) Business Days of any change in the information set forth in such Schedules, Borrower will supplement (or cause to the Closingbe supplemented) each Schedule hereto, to supplement (or SCHEDULE 3.6 and 3.20, as applicable) or representation herein or in any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof other Loan Document with respect to any matter that first arises after hereafter arising which, if existing or occurring at the date hereof that does not arise from: (i) any breach of this Agreement by Seller Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; PROVIDED, that such supplement to such Schedules or representations (except for any supplement to SCHEDULE 3.2, SCHEDULE 3.6 (solely relating to such Schedule's identification of its Affiliates; real property owned, leased or used in each Loan Party's business), SCHEDULE 3.9 (ii) any inaccuracy solely relating to such Schedule's identification of any representation Affiliates of Borrower and, without limiting SECTION 8.1(1), the Stock ownership of Borrower and warranty made by Seller in ARTICLE 2 of this Agreement as the voting interests of the date hereof owners thereof), SCHEDULE 3.12 (a “Supplemental Disclosure Matter”); provided that solely relating to the foregoing right audits and extensions referred to supplement in the Seller Disclosure Letter shall not apply fourth and fifth sentences of SECTION 3.12) or SCHEDULE 3.19, in each case solely to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). (b) In the event Buyers choose not to terminate this Agreement as provided in the proviso in Section 4.15(a), such supplement to reflects actions in conformity with and not otherwise prohibited by the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy terms of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(aLoan Documents) shall not be deemed an amendment thereof unless expressly consented to cure any inaccuracy in writing by Agent and Required Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by Agent or Lenders of any representation Default disclosed therein. Borrower shall, if so requested by Agent or warranty). Required Lenders, finish to Agent and each Lender as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent or Required Lenders may reasonably request, all in reasonable detail, and, Borrower shall advise Agent and each Lender promptly, in reasonable detail, of(a) any Lien, other than as permitted pursuant to SECTION 6.7, attaching to or asserted against any of the Collateral, (b) any material change in the composition of the Collateral, and (c) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b) occurrence of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a)other event or events which, the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, individually or in the aggregate, either could have or would reasonably be anticipated to result in Losses to a Material Adverse Effect upon the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Collateral and/or Agent's Lien thereon.

Supplemental Disclosure. (a) Seller shall have the right, from From time to time prior as may be necessary, ----------------------- Borrower may, or at the request of Agent or any Lender, Borrower shall supplement (or cause to the Closingbe supplemented) each Schedule hereto, to supplement or representation herein or in any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof other Loan Document with respect to any matter that first arises after hereafter arising which, if existing or occurring at the date hereof that does not arise from: (i) any breach of this Agreement by Seller or any of its Affiliates; or (ii) any inaccuracy of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed Agreement, would have been required to be disclosed set forth or described in such supplementsSchedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). (b) In the event Buyers choose not to terminate this Agreement as provided in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy of the applicable Schedule or -------- representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed an amendment thereof unless expressly consented to cure any inaccuracy of any representation in writing by Agent, or warranty). (c) Notwithstanding anything to the contrary in the foregoing clauses (a) with respect to amendments to Schedule -------- 3.2, Borrower has provided Agent with not less than thirty (30) days prior --- written notice and Borrower has executed and delivered to Agent all documents requested by Agent to maintain the perfection and priority of Agent's Liens on the Collateral, and (b) with respect to amendments to Schedule 3.19 or Schedule ------------- -------- 3.20, Borrower has provided Agent with not less than thirty (30) days prior ---- written notice, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by Lenders of this Section 4.15any Default disclosed therein. Borrower shall, if so requested by Agent or Required Lenders, furnish to Agent and Lenders as often as they reasonably request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent or Required Lenders may reasonably request, all in reasonable detail, and, Borrower shall advise Agent and Lenders promptly, in reasonable detail, of any of the following of which Borrower becomes aware: (ia) at any time following Buyers’ decision not to terminate this Agreement Lien, other than as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement permitted pursuant to Section 7.1(a6.7, ----------- attaching to or asserted against any of the Collateral; (b) any material deterioration in the Collateral; (and such notice expressly states that Seller shall mutually agree c) any cancellation, termination, non-renewal, default or other material occurrence with respect to so terminate this Agreement pursuant to Section 7.1(aa Material Franchise Agreement; (d) if Buyers choose to do so)any change in the list of Material Franchise Agreements; and (iie) at the occurrence of any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), other event which would have a Material Adverse Effect upon the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Collateral and/or Agent's Lien thereon.

Supplemental Disclosure. (a) Seller shall have the rightThe Company may, from time to time prior to the date falling five (5) Business Days prior to the Closing, by notice in accordance with the terms of this Agreement, supplement, amend or add a Schedule with a corresponding reference to supplement any section be added to this Agreement (each, a “Supplement”) to add new information that arises out of or relates to facts or conditions that did not exist as of the Seller Disclosure Letter as date of this Agreement. The delivery of any Supplement pursuant to this Section 5.5(a) will not cure any breach that otherwise might exist or come to exist hereunder by reason of such supplement may relate to matters reflected in any of the representations and warranties in ARTICLE 2 hereof with respect to any matter Supplement; provided, that first arises after the date hereof that does not arise from: if (i) the Closing occurs or (ii) the Buyers do not, within five (5) Business Days of the delivery of any Supplement, give notice to the Sellers that such Supplement constitutes a breach of this Agreement by Seller or any of its Affiliates; or (ii) any inaccuracy of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of that, if not cured, would enable the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a8.1(b) (and such notice expressly states that Seller shall mutually agree in the absence of a cure the Buyers would intend to so terminate this Agreement pursuant Agreement), then any such Supplement will be effective to cure and correct for purposes of Section 7.1(a6.3(a) and Section 9.1(a) any breach as of the Closing Date of any representation or warranty (other than a breach as of the Closing Date of a Fundamental Representation) that would have existed if Buyers choose the Company had not made such Supplement, and, solely for purposes of determining whether a breach of any representation or warranty (other than a breach of a Fundamental Representation) has occurred, all references to do so)any Schedule hereto that is supplemented, amended or added as provided in this Section 5.5(a) shall after the Closing be deemed to be a reference to such Schedule as so supplemented, amended or added. (b) In The Company shall, from time to time prior to the event Buyers choose not date falling five (5) Business Days prior to terminate the Closing, by notice in accordance with the terms of this Agreement, Supplement a Schedule if the Company becomes aware of any fact or condition that occurred prior to the date of this Agreement as provided and that would have been required to be set forth or described in the proviso Schedules (each, an “Existing Condition”). The delivery of any Supplement pursuant to this Section 5.5(b) will not cure any breach that otherwise might exist or come to exist hereunder by reason of such matters reflected in Section 4.15(a), any such supplement Supplement. Notwithstanding anything in this Agreement to the Seller Disclosure Letter in respect contrary, any breach by the Company of such Supplemental Disclosure Matters this Section 5.5(b) shall be permitted and if made will be deemed for all purposes (including for purposes of Article IX) to have cured any inaccuracy constitute a breach of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that to which any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) such Existing Condition relates and shall not be deemed to cure any inaccuracy constitute a breach of any representation or warranty)covenant. (c) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b) of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000.

Supplemental Disclosure. (a) Seller shall have the right, from time to time prior to the Closing, to supplement any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof with respect to any matter that first arises after the date hereof that does not arise from: from (ia) any breach of this Agreement by Seller or any of its Affiliates; Affiliates or (iib) any inaccuracy of any representation and warranty made by Seller in ARTICLE Article 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 1,000,000 unless Seller, in a written notice to BuyersBuyer, grants Buyers Buyer the right, within ten (10) five Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose Buyer chooses to do so). (b) . In the event Buyers choose Buyer chooses not to terminate this Agreement as provided in the proviso in Section 4.15(a)of the preceding sentence, such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made any such supplemental disclosure permitted by this Section 4.14 will be deemed to have cured any inaccuracy of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty)hereunder. (cb) Notwithstanding anything Every seven (7) Business Days after the date hereof and on the third Business Day prior to the contrary Closing, Seller shall notify Buyer in writing with respect to any matter that arises after the date hereof and prior to the third Business Day prior to the Closing of which an individual listed in the foregoing clauses definition of “Knowledge of Seller” becomes aware that would have been required to be disclosed pursuant to any representation and warranty expressly made only as of the date hereof in Article 2 of this Agreement, other than the representations made in the first sentence of Section 2.15, if such matter had arisen as of or prior to the date hereof; provided, however, that Seller shall only be obligated to notify Buyer in writing on the third Business Day prior to the Closing with respect to (a) any new purchase orders requiring payments of $100,000 or more entered into on or after the date hereof in the ordinary course of business consistent with past practice that are Material Contracts and (b) any updates pertaining to the matter described on Section 2.15(3) of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Letter.

Supplemental Disclosure. Seller shall, not less than five (a5) Seller shall have the right, from time to time Business Days prior to the ClosingClosing Date, to supplement any section of or amend the Schedules provided by the Seller Disclosure Letter as any such supplement may relate Entities with respect to any of (i) the representations and warranties contained in ARTICLE 2 hereof with respect Article V (including by the creation of new Schedules to the extent necessary) (the “Representations Schedules”), to add any matter that first arises occurring after the date hereof that does not arise from: (i) any breach of this Agreement by Seller which if existing or any of its Affiliates; occurring on or prior to the date hereof would have been required to be set forth or described in the Representations Schedules, (ii) Schedules 1.1(a), 2.1(b)(v)(B), 2.1(b)(vii), 5.9(a) (solely with respect to Real Property Leases), 5.10(b) or 5.11(a) to add any inaccuracy of any representation and warranty made by Seller in ARTICLE 2 of this Agreement as of changes therein occurring after the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent permitted under Section 7.2 and (iii) Scheduled Matters to add additional matters arising after the date hereof; provided, however, that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have any supplement or would reasonably be anticipated to result in Losses amendment to the Transferred Entities in excess of $2,500,000 unless Seller, in Representations Schedules as to a written notice to Buyers, grants Buyers the right, within ten matter (10A) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). (b) In the event Buyers choose not to terminate this Agreement as provided in the proviso in Section 4.15(a), such supplement arising on or prior to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed date hereof which was required to have cured been disclosed herein or (B) arising as a result of a breach of any inaccuracy covenant or agreement by the Seller Entities contained herein, shall not limit or affect any claim for breach of the applicable representation and warranty made representations or warranties to which such Schedules relate or qualify any representations or warranties for the purpose of determining the satisfaction of Purchaser’s conditions to Closing under Section 9.1(a) (except that amendments or supplements permitted by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in the foregoing clauses (aii) and (biii) of this Section 4.15: 7.21 shall be effective for purposes of Section 9.1(a)(ii)). Any supplemental disclosure of matters arising after the date hereof pursuant to clause (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c7.21 shall not form the basis for any Indemnification Claim pursuant to Section 10.2(a)(i) will apply if the transactions contemplated hereby are consummated; provided, however, that this limitation shall in respect no way affect any Indemnification Claim pursuant to any other clause of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplementsSection 10.2, in the aggregate, either have Section 10.3 or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Article XI.

Supplemental Disclosure. On the request of the Agent or any Lender (a) Seller shall have in the right, from time to time prior event that such information is not otherwise delivered by the Borrower to the ClosingAgent or the Lenders pursuant to this Agreement), the Borrower will supplement (or cause to supplement be supplemented) each Schedule hereto, or representation herein or in any section of the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof other Loan Document with respect to any matter that first arises after hereafter arising which, if existing or occurring at the date hereof of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided that does such supplement to any such Schedule or representation shall not arise from: be deemed an amendment thereof except if and to the extent that (i) the information disclosed in such supplement updates (A) Schedule 3.2 or Schedule 3.8 to include any breach of Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the Borrower is in compliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by Seller the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case if and to the extent that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents and, in the case of its Affiliates; any such supplement amending any schedule referred to in this clause (F), such schedule shall be deemed amended upon the delivery of written notice by the Borrower to Agent of any such new property or location, or (ii) any inaccuracy such amendment is expressly consented to in writing by the Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Lenders of any representation and warranty made Default disclosed therein. The Borrower shall, if so requested by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that Agent or the foregoing right to supplement the Seller Disclosure Letter shall not apply Requisite Lenders, furnish to the extent that Agent and the Supplemental Disclosure Matters proposed to be disclosed Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in such supplementsconnection with the Collateral as the Agent and the Lenders may reasonably request, all in reasonable detail, and the Borrower shall advise the Agent and the Lenders promptly, in the aggregatereasonable detail, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller(a) any Lien, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement other than as permitted pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree 6.7, attaching to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). or asserted against any of the Collateral, (b) In the event Buyers choose not to terminate this Agreement as provided any material change in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy composition of the applicable representation Collateral, and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in occurrence of any other event which would have a Material Adverse Effect upon the foregoing clauses (a) Collateral and/or the Agent’s and (b) of this Section 4.15: (i) at any time following BuyersLenders’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Lien thereon.

Supplemental Disclosure. (a) Seller shall have The Borrower, on the right, from time to time prior to the Closing, to supplement any section request of the Seller Disclosure Letter Agent or any Lender, will (or may, as it shall elect) supplement (or cause to be supplemented) each Schedule hereto, or representation herein or in any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof other Loan Document with respect to any matter that first arises after hereafter arising which, if existing or occurring at the date hereof of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby; provided that does such supplement to any such Schedule or representation shall not arise from: be deemed an amendment thereof except if and to the extent that (i) the information disclosed in such supplement updates (A) Schedule 3.2 or Schedule 3.8 to include any breach of Real Property leased or acquired by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (B) Schedule 3.11 to include any Subsidiaries, joint ventures or partnerships with, or other equity interests in, any Person that are acquired or created by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement, but only if the Borrower is in compliance with its obligations under Sections 5.15 and 5.17 with respect thereto, (C) Schedule 3.14 to include any new Plans maintained or contributed to by the Borrower or any Domestic Subsidiary or ERISA Affiliate thereof in accordance with this Agreement, but includes no additional exceptions or other changes to said schedule, (D) Schedule 3.16 to include any additional licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names acquired in accordance with this Agreement and then owned by Seller the Borrower or any Domestic Subsidiary thereof, and any registration numbers applicable thereto, but includes no additional exceptions or other changes to said schedule, (E) Schedule 3.20 to include any deposit or securities accounts opened and maintained by Borrower or any Domestic Subsidiary thereof in accordance with this Agreement and Annex B hereto, and (F) the schedules in any Security Agreement that disclose the properties or locations where Collateral is located to include any new properties or locations leased or acquired after the Effective Date at which Collateral is located, in each case if and to the extent that each such property and location is leased or acquired, and Collateral is located at each such property and location, in accordance with this Agreement and the Loan Documents and, in the case of its Affiliates; any such supplement amending any schedule referred to in this clause (F), such schedule shall be deemed amended upon the delivery of written notice by the Borrower to Agent of any such new property or location, or (ii) any inaccuracy such amendment is expressly consented to in writing by the Agent and Requisite Lenders, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Lenders of any representation and warranty made Default disclosed therein. The Borrower shall, if so requested by Seller in ARTICLE 2 of this Agreement as of the date hereof (a “Supplemental Disclosure Matter”); provided that Agent or the foregoing right to supplement the Seller Disclosure Letter shall not apply Requisite Lenders, furnish to the extent that Agent and the Supplemental Disclosure Matters proposed to be disclosed Lenders as often as it reasonably requests, statements and schedules further identifying and describing the Collateral and such other reports in such supplementsconnection with the Collateral as the Agent and the Lenders may reasonably request, all in reasonable detail, and the Borrower shall advise the Agent and the Lenders promptly, in the aggregatereasonable detail, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller(a) any Lien, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement other than as permitted pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree 6.7, attaching to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so). or asserted against any of the Collateral, (b) In the event Buyers choose not to terminate this Agreement as provided any material change in the proviso in Section 4.15(a), such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy composition of the applicable representation Collateral, and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in occurrence of any other event which would have a Material Adverse Effect upon the foregoing clauses (a) Collateral and/or the Agent’s and (b) of this Section 4.15: (i) at any time following BuyersLenders’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Lien thereon.

Supplemental Disclosure. (a) Seller The Target Companies and the Sellers shall have the right, from time to time prior to continuing right until the Closing, Closing to supplement any section of or amend, the Seller Disclosure Letter as any such supplement may relate to any of the representations and warranties in ARTICLE 2 hereof Schedules with respect to any matter hereafter arising that, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules listed in Articles III and IV above. The parties agree that first arises to the extent any representation contained in Articles III and IV above does not make reference to a Schedule, but as a result of circumstances arising after the date of this Agreement the inclusion of exceptions in a Schedule to such representation is necessary to make such representation not inaccurate, the Target Companies and the Sellers will be entitled to create the respective schedule prior to Closing; provided such new or revised schedule, as the case may be, may exclusively refer to actions, facts or situations created or arising from activities performed after the date hereof, that derive from the ordinary course of business of the Target Companies, that do not result in a Material Adverse Effect on the Target Companies, and if applicable, are in compliance with Section 6.1 hereof that does not arise from: (the “Supplemental Disclosure Standards”). All of the foregoing, in the understanding, however, that, (i) such supplemental disclosures are permitted in order to make the statements contained in such Schedules, or in the relevant representation in the case such representation does not make reference to a Schedule, accurate and true, and (ii) such new information will not release Sellers from, or otherwise affect or limit, their obligation to indemnify Purchasers for any breach Losses that could arise from, or in connection with, such supplemental disclosures due to the fact that it was disclosed to Purchasers, except for any update made in compliance with the Supplemental Disclosure Standards to Schedules 3.11(a)(i) (Real Property) (in this case, solely for purposes of updating the status of registration of the deeds of cancellation referred therein), 3.12(a) (Leased Property), 3.14(a) (Material Contracts), 3.15(a)(i) (Sanitary Licenses) (in this case, solely for purposes of including additional Sanitary Licenses obtained by the Target Companies between the date of this Agreement by Seller and the Closing Date), 3.16(a) (Intellectual Property) (in this case, solely for purposes of including additional Target Company Intellectual Property or any of its Affiliates; or (ii) any inaccuracy to reflect the renewal of any representation existing Target Company Intellectual Property), 3.17 (Suppliers), 3.22(a) (Key Employees), 3.23(a) (Employee Benefits), 3.24 (Collective Bargaining Agreements), 3.25 (Insurance Policies), and warranty made 3.26 (Related Party Transactions), in which case the accurate disclosure by Seller in ARTICLE 2 of this Agreement as Sellers of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed relevant matter or situation would release them from any indemnification liability or responsibility under Article X in connection with such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so)matters. (b) In The inclusion of any matter in the event Buyers choose not to terminate this Agreement Schedules as provided in the proviso in Section 4.15(a)(a) above, such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made will be deemed to have cured any inaccuracy of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure constitute an admission by the Sellers, the Target Companies or the Purchasers or otherwise imply that any inaccuracy of any representation or warranty). (c) Notwithstanding anything to such matter is material for the contrary in the foregoing clauses (a) and (b) purposes of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); and (ii) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(c), the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to be disclosed in supplements to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000Agreement.

Supplemental Disclosure. (a) Seller Each Parent Party, ----------------------- with respect to itself and to its Affiliates, agrees and covenants with the other Parent Party with respect to the period from November 16, 1999 through the Effective Time that such party shall have the right, from time obligation to time prior (i) supplement or amend the Schedules to the Closing, to supplement any section each of the Seller Disclosure Letter as any such supplement may relate to any of Initial Transaction Documents (collectively, the representations and warranties in ARTICLE 2 hereof "Initial Transaction Document Schedules") with respect to any matter that first arises after -------------------------------------- hereafter arising or discovered that, if existing or known at November 16, 1999, would have been required to be set forth or described in such Initial Transaction Document Schedules and (ii) with respect to matters for which no Initial Transaction Document Schedule exists, to notify the date hereof that does not arise from: other Parent Party if any representation or warranty in any Initial Transaction Document ceases to be true and correct in any material respect by providing an additional Initial Transaction Document Schedule with respect to such representation or warranty, in each case of clauses (i) and (ii) both (A) on the tenth Business Day of the first calendar month after such Parent Party acquired Knowledge of an event or item required to be so disclosed; and (B) on a date no earlier than fifteen Business Days and no later than the Closing Date. No disclosure contained in such supplemented, amended or additional Initial Transaction Document Schedules shall limit any breach right of this Agreement by Seller the other Parent Party or any of its Affiliates; Affiliates to decline to consummate the Closing if such supplemented, amended or additional Initial Transaction Document Schedules disclose that any of the representations or warranties of such Parent Party and its Affiliates contained in any Initial Transaction Document (iiby reference to the Initial Transaction Document Schedules on November 16, 1999) any inaccuracy of any representation are not true and warranty made by Seller correct in ARTICLE 2 of this Agreement all material respects at and as of the date hereof (a “Supplemental Disclosure Matter”); provided that the foregoing right to supplement the Seller Disclosure Letter shall not apply Closing Date to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $2,500,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so).contemplated by Article V. (b) In The Initial Transaction Document Schedules in the event Buyers choose not form attached to terminate the Initial Transaction Documents on November 16, 1999, as amended and restated under this Agreement as provided in and the proviso in Section 4.15(a)other Initial Transaction Documents, such supplement to the Seller Disclosure Letter in respect of such Supplemental Disclosure Matters shall be permitted and if made referred to herein as the "Revised ------- Signing Date Schedules". On the Closing Date, Lyondell will be deemed to have cured any inaccuracy deliver a ---------------------- set of the applicable representation and warranty made by Seller, in this Agreement or in the Seller Disclosure Letter for all purposes hereunder (it being understood that any supplement in respect of a Supplemental Disclosure Matter that is not covered by the proviso in Section 4.15(a) shall not be deemed to cure any inaccuracy of any representation or warranty). (c) Notwithstanding anything to the contrary in the foregoing clauses (a) and (b) of this Section 4.15: (i) at any time following Buyers’ decision not to terminate this Agreement as provided for under Section 4.15(a), the right to supplement the Seller Disclosure Letter as provided under Section 4.15(a) shall not apply to the extent that the Supplemental Disclosure Matters proposed to be disclosed in such supplements, in the aggregate, either have or would reasonably be anticipated to result in Losses to the Transferred Entities in excess of $1,000,000 unless Seller, in a written notice to Buyers, grants Buyers the right, within ten (10) Business Days after Buyers’ receipt of such notice, to terminate this Agreement pursuant to Section 7.1(a) (and such notice expressly states that Seller shall mutually agree to so terminate this Agreement pursuant to Section 7.1(a) if Buyers choose to do so); Revised Signing Date Schedules and (ii) at any time following Buyers’ decision not a set of the Revised Signing Date Schedules which have been updated and amended to terminate reflect occurrences between November 16, 1999 and the Closing Date as required under the terms of Section 4.05(a) of this Agreement as provided for under Section 4.15(c(the "Closing Date Schedules"). Lyondell's liability with respect to ---------------------- breaches of representations, warranties and covenants in the provisions of this Section 4.15(c) will apply in respect of all Supplemental Disclosure Matters proposed to Initial Transaction Documents shall be disclosed in supplements determined by reference to the Seller Disclosure Letter if such Supplemental Disclosure Matters proposed to Revised Signing Date Schedules, except that Lyondell's compliance with the requirements of Section 4.05(a) shall be disclosed in such supplements, in determined by comparing the aggregate, either have or would reasonably be anticipated to result in Losses to Revised Signing Date Schedules with the Transferred Entities in excess of $1,000,000Closing Date Schedules.