Common use of Supplemental Information Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Supplemental Information. The Seller (a) SELLERS, the Shareholders and the Stockholder BUYER each agree that, with respect to the representations and warranties of that such party contained in this Agreement, that such party will have the continuing obligation through until the IPO Closing to promptly provide the Parent promptly other party with such additional supplemental Information information (collectively, the "Supplemental Information"), in the form of (ai) amendments to then existing Schedules or (bii) additional Additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts fact then known to the Seller or such Stockholderknown, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For Closing, or (iii) for purposes only of determining whether the conditions to the obligations of the Parent and Buyer which are specified in Section 6.3 BUYER have been satisfied, the Schedules to this Agreement as of the Closing and on the IPO Closing Date shall will be deemed to be the Schedules and the Investor Representation Letter to this Agreement as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent BUYER prior to the Effective Date Closing pursuant to this Section 5.119.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts whichthat, in any combination thereof, (i) have had a Material Adverse Effect oron any SELLER, (bii) based upon in the advice sole judgment of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII), BUYER are having or will have a Material Adverse EffectEffect on any SELLER or (iii) represent a breach of Section 9.1 above, the Parent BUYER will be entitled to terminate this Agreement pursuant by notice to Section 8.3(a)(iv)SELLERS; and provided, further, that if the Parent is entitled facts first disclosed in the Supplemental Information were required to terminate be disclosed at the time of signing of this Agreement pursuant but were not, and BUYER does not terminate the Agreement and proceeds to Section 8.3(a)(iv)Closing, but elects not to do so, it then BUYER will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) be indemnified for all Damages to the Business which that are attributable to such failure to disclose by SELLER(s) or the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities ActShareholders.

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

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

Supplemental Information. The Seller Stockholders and the Stockholder Buyer agree that, that with respect to the representations and warranties of that party contained in this Agreement, that party the Stockholders and Buyer will each have the continuing obligation through until the IPO Closing Date to provide the Parent other party promptly with such additional supplemental Information information (collectively, the "Supplemental Information"), in the form of (a) amendments to then the then-existing Schedules or sections of the appropriate disclosure letters and (b) additional Schedulessections of the appropriate disclosure letters, which Supplemental Information shall be comprised of information that is required to be provided to Buyer or the Shareholders, as the case may be, on the date hereof which has not been provided as of the date hereof and as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Seller Stockholders, or such StockholderBuyer, as the case may be, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only In addition, the Stockholders and Buyer will each have the continuing obligation until the Closing Date to notify the other party in writing of determining whether the conditions failure of the Stockholders or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them pursuant to this Agreement which would be likely to result in any condition to the obligations of any party hereto to effect the Parent and Buyer which are specified in Section 6.3 have been satisfied, the Schedules as of the Closing and on the IPO Closing Date shall be deemed transactions contemplated hereby not to be the Schedules and the Investor Representation Letter satisfied. The delivery of any Supplemental Information or notice pursuant to this Section 5.6 shall not cure any breach of any representation or warranty, nor relieve a party from its indemnification obligation with respect to such breach, if such Supplemental Information relates to any facts, circumstances, events or information existing as of the date hereof as amended or supplemented by the Supplemental Information provided to the Parent of this Agreement requiring disclosure of such matter prior to the Effective Date pursuant to this Section 5.11; provided, however, that (a) if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, have had a Material Adverse Effect or, (b) based upon the advice of the Underwriter the Parent has determined that subsequent events that were revealed through RSA's submission of Supplemental Information pursuant to this Section 5.11 (which shall be conclusive for purposes date of this Section 5.11 and 8.3(a)(iv), but not for any purpose of Article VII), are having or will have a Material Adverse Effect, the Parent will be entitled to terminate this Agreement pursuant to Section 8.3(a)(iv); and provided, further, that if the Parent is entitled to terminate this Agreement pursuant to Section 8.3(a)(iv), but elects not to do so, it will be entitled to treat as Buyer Indemnified Losses (which treatment will not prejudice the right of the Seller or the Stockholder to contest Damage claims made by the Parent in respect of those Buyer Indemnified Losses) all Damages to the Business which are attributable to the circumstances, conditions, events and state of facts first disclosed herein after the date hereof in the Supplemental Information. The Parent will provide the Seller and the Stockholder with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities ActAgreement.

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

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

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

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