Common use of Supplements to Schedules Clause in Contracts

Supplements to Schedules. With respect to matters arising from circumstances first occurring after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09.

Supplements to Schedules. With HoldCo may, from time to time, by written notice to MLP at any time prior to the tenth (10t h) Business Day prior to the Closing Date, supplement or amend the HoldCo Disclosure Schedule with respect to matters arising from circumstances any event, condition, fact or circumstance that arises, or with respect to which HoldCo’s Knowledge is first occurring obtained, after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise cause or constitute a an inaccuracy in, or breach of of, any representation or warranty of HoldCo contained herein (a “Schedule Update”). MLP shall have ten (10) Business Days after receipt of such Schedule Update in which to review the Schedule Update. If MLP has the right to terminate this Agreement. Sellers agree Agreement pursuant to advise Purchaser promptly in writing Section 9.1(c) as a result of any matter disclosed in such Schedule Update, but does not exercise such termination right by giving written notice to HoldCo within ten (10) Business Days after delivery of any such Schedule Update, then each supplement or occurrence amendment set forth in such Schedule Update will be effective for purposes of which either of Sections 7.2(a) and 7.2(e), as if such supplement or amendment had been disclosed on the Sellers has or obtains knowledgeHoldCo Disclosure Schedule delivered on the Execution Date, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure MLP shall be deemed not to have waived its right to subsequently assert that the conditions in Sections 7.2(a) and 7.2(e) have not been disclosed satisfied on account thereof and MLP shall have no right to subsequently terminate this Agreement pursuant to Section 9.1(c) on account thereof; provided, however, that such Schedule Update shall not be taken into account for the purposes of determining whether or Section 10.2 and shall not affect the conditions rights of MLP to Closing set forth bring any claim against HoldCo for indemnification under Section 10.2. Except as otherwise provided in this Section 7.02 or Section 7.036.6, as applicable, have been satisfied and, if the Closing occurs, any disclosure in any such Schedule Update shall not be deemed to have cured any breach of any representation, warranty, covenant representation or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes warranty of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09HoldCo contained herein.

Supplements to Schedules. With respect The Seller may from time to matters arising from circumstances first occurring after the date of time prior to ten (10) Business Days preceding any anticipated Closing Date by notice in accordance with this Agreement supplement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to amend the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty contained herein; provided, that if the Purchaser identifies and notifies the Seller of any matter that would otherwise constitute a breach of any representation or warranty to the Seller, the Seller shall be required to supplement or amend the Schedules to correct such matter. If any supplement or amendment materially adversely affects the benefits to be obtained by the Purchaser under this Agreement and the Purchaser objects in writing, within the earlier of (i) ten (10) Business Days of receiving notice of any such supplement or amendment or (ii) the anticipated Closing Date, to any purported breach sought to be so cured, then the Purchaser shall have the right to terminate this Agreement. Sellers agree If any such amendment or supplement is necessitated by events (or items that have come to advise Purchaser promptly the Seller’s Knowledge where such representation is qualified by the Seller’s Knowledge) subsequent to the Effective Date, then, without prejudice to the Purchaser’s rights related to Casualty Insurance Claims as provided in writing Section 7.17, the Purchaser’s right of termination shall be the Purchaser’s sole remedy relating to the matters set forth in amendments or supplements to the applicable Schedules. If any matter amendment or occurrence of which either supplement is needed to cure any breach of the Sellers has Seller’s representations and warranties that were inaccurate or obtains knowledgeincomplete on the Effective Date, and then in addition to any right of termination, the Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be entitled to close notwithstanding Knowledge of such breach, the Schedules will not be deemed not to have been disclosed amended and supplemented for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if indemnification provisions of Article X and the Closing occurs, Purchaser shall not be deemed prohibited pursuant to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of Section 10.8 from seeking indemnification pursuant to Article IX; providedX. In all other cases, howeverto the extent the Agreement is not terminated, that any Supplemental Disclosure by Purchaser in respect of its representation the Schedules and warranty in Section 5.09 (a) representations and warranties shall be deemed for all purposes to have cured any breach by Purchaser include and reflect such supplements and amendments as of such representation the date hereof and warranty thatat all times thereafter, but for such disclosure, would have otherwise existed, but (b) for including the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Closing Date.

Supplements to Schedules. With respect The Seller may from time to matters arising from circumstances first occurring after the date of time prior to ten (10) Business Days preceding any anticipated Closing Date by notice in accordance with this Agreement supplement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to amend the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty contained herein; provided, that if the Purchaser identifies and notifies the Seller of any matter that would otherwise constitute a breach of any representation or warranty to the Seller, the Seller shall be required to supplement or amend the Schedules to correct such matter. If any supplement or amendment materially adversely affects the benefits to be obtained by the Purchaser under this Agreement and the Purchaser objects in writing, within the earlier of (i) ten (10) Business Days of receiving notice of any such supplement or amendment or (ii) the anticipated Closing Date, to any purported breach sought to be so cured, then the Purchaser shall have the right to terminate this Agreement. Sellers agree If any such amendment or supplement is necessitated by events (or items that have come to advise Purchaser promptly the Seller’s Knowledge where such representation is qualified by the Seller’s Knowledge) subsequent to the Effective Date, then, without prejudice to the Purchaser’s rights related to Casualty Insurance Claims as provided in writing Section 7.19, the Purchaser’s right of termination shall be the Purchaser’s sole remedy relating to the matters set forth in amendments or supplements to the applicable Schedules. If any matter amendment or occurrence of which either supplement is needed to cure any breach of the Sellers has Seller’s representations and warranties that were inaccurate or obtains knowledgeincomplete on the Effective Date, and then in addition to any right of termination, the Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be entitled to close notwithstanding Knowledge of such breach, the Schedules will not be deemed not to have been disclosed amended and supplemented for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if indemnification provisions of Article X and the Closing occurs, Purchaser shall not be deemed prohibited pursuant to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of Section 10.8 from seeking indemnification pursuant to Article IX; providedX. In all other cases, howeverto the extent the Agreement is not terminated, that any Supplemental Disclosure by Purchaser in respect of its representation the Schedules and warranty in Section 5.09 (a) representations and warranties shall be deemed for all purposes to have cured any breach by Purchaser include and reflect such supplements and amendments as of such representation the date hereof and warranty thatat all times thereafter, but for such disclosure, would have otherwise existed, but (b) for including the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Closing Date.

Supplements to Schedules. With (a) From time to time prior to the Closing, Sellers will promptly supplement or amend the Schedules prepared pursuant to Article III hereof with respect to matters any matter hereafter arising from circumstances first which, if existing or occurring after the date of this Agreement or as to which a Party first acquires knowledge after at the date of this Agreement, Sellers and Purchaser shall would have the right been required to make any changes be set forth or additions to the described in such Article III Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be which is necessary to correct any matter that would otherwise constitute a breach of any representation or warranty information in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of such Article III Schedules which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IXrendered inaccurate thereby; provided, however, that upon delivery of any Supplemental Disclosure such supplement or amendment to the Schedules, Buyer shall have the right to terminate this Agreement by Purchaser notifying the Company of Buyer's election so to terminate within five (5) business days of Buyer's receipt of any such supplement or amendment; provided further, however, in respect the event Buyer so notifies the Company of Buyer's election to terminate this Agreement, the Company shall, upon providing within three (3) business days of its representation receipt of such election written notice to Buyer of its intent to attempt to do so, be entitled to ten (10) business days to cure any such matter, condition or circumstance so disclosed by such supplement or amendment. Furthermore, within five (5) business days of Buyer's receipt of any supplement or amendment to the Article III Schedules, Buyer shall send the Company notice whether Buyer accepts or rejects such supplement or amendment. If Buyer accepts such supplement or amendment or fails to provide the Company with the required notice, the Article III Schedules shall be modified as contemplated by such supplement or amendment. If Buyer rejects any supplement or amendment to the Article III Schedules, then for purposes of determining the rights of Seller Indemnified Parties (as hereinafter defined) and warranty in Section 5.09 Buyer Indemnified Parties (aas hereinafter defined) pursuant to Article IX below, the Article III Schedules shall be deemed to have cured been unaffected by any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09supplement or amendment.

Supplements to Schedules. With HoldCo may, from time to time, by written notice to MLP at any time prior to the tenth (10th) Business Day prior to the Closing Date, supplement or amend the HoldCo Disclosure Schedule with respect to matters arising from circumstances any event, condition, fact or circumstance that arises, or with respect to which HoldCo’s Knowledge is first occurring obtained, after the date of this Agreement or as to which a Party first acquires knowledge after the date of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise cause or constitute a an inaccuracy in, or breach of of, any representation or warranty of HoldCo contained herein (a “Schedule Update”). MLP shall have ten (10) Business Days after receipt of such Schedule Update in which to review the Schedule Update. If MLP has the right to terminate this Agreement. Sellers agree Agreement pursuant to advise Purchaser promptly in writing Section 9.1(c) as a result of any matter disclosed in such Schedule Update, but does not exercise such termination right by giving written notice to HoldCo within ten (10) Business Days after delivery of any such Schedule Update, then each supplement or occurrence amendment set forth in such Schedule Update will be effective for purposes of which either of Sections 7.2(a) and 7.2(e), as if such supplement or amendment had been disclosed on the Sellers has or obtains knowledgeHoldCo Disclosure Schedule delivered on the Execution Date, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure MLP shall be deemed not to have waived its right to subsequently assert that the conditions in Sections 7.2(a) and 7.2(e) have not been disclosed satisfied on account thereof and MLP shall have no right to subsequently terminate this Agreement pursuant to Section 9.1(c) on account thereof; provided, however, that such Schedule Update shall not be taken into account for the purposes of determining whether or Section 10.2 and shall not affect the conditions rights of MLP to Closing set forth bring any claim against HoldCo for indemnification under Section 10.2. Except as otherwise provided in this Section 7.02 or Section 7.036.6, as applicable, have been satisfied and, if the Closing occurs, any disclosure in any such Schedule Update shall not be deemed to have cured any breach of any representation, warranty, covenant representation or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes warranty of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09HoldCo contained herein.

Supplements to Schedules. With From time to time prior to the Closing, Seller will promptly supplement or amend the Schedules prepared pursuant to Article 3 hereof with respect to matters any matter hereafter arising from circumstances first which, if existing or occurring after the date of this Agreement or as to which a Party first acquires knowledge after at the date of this Agreement, Sellers and Purchaser shall would have the right been required to make any changes be set forth or additions to described in the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be which is necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth information in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IXSchedules which has been rendered materially inaccurate thereby; provided, however, that upon delivery of any Supplemental Disclosure such supplement or amendment to the Schedules which discloses any matter, condition or circumstance which has or may have a material adverse effect upon the Assets, the Business or Buyer's rights hereunder, Buyer shall have the right to terminate this Agreement by Purchaser in respect notifying Seller of its representation and warranty election so to terminate within five (5) business days of Buyer's receipt of any such supplement or amendment; provided, further, however, in the event Buyer so notifies Seller of its election so to terminate this Agreement, Seller shall, upon providing within three (3) business days of its receipt of such election, give written notice to Buyer of its intent to attempt to do so, be entitled to thirty (30) days to cure any such matter, condition or circumstance so disclosed by such supplement or amendment. Furthermore, within five (5) business days of Buyer's receipt of any supplement or amendment to the Schedules, Buyer shall send Seller a notice informing Seller whether Buyer accepts or rejects such supplement or amendment. If Buyer accepts such supplement or amendment or fails to provide Seller's with the required notice, the Schedules shall be modified as contemplated by such supplement or amendment. If Buyer rejects any supplement or amendment to the Schedules, then for purposes of determining the rights of Seller Indemnified Parties pursuant to Section 5.09 (a) 6.2 below, the Schedules shall be deemed to have cured been unaffected by any breach by Purchaser of such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09supplement or amendment.

Supplements to Schedules. With From time to time up to the Closing Date, the Seller shall promptly supplement or amend the Schedules or the Seller Disclosure Schedules (a “Schedules Supplement”) which it has delivered pursuant to this Agreement with respect to matters arising from any matter first existing or occurring following the date of the Original Agreement which, (a) if existing or occurring at or prior to the date of the Original Agreement, would have been required to be set forth or described in such Schedules or the Seller Disclosure Schedules or (b) is necessary to correct any information in such Schedules or the Seller Disclosure Schedules which has been rendered inaccurate thereby. The Parties acknowledge and agree that (i) under no circumstances first occurring shall the Seller be permitted to amend or supplement the Schedules or the Seller Disclosure Schedules to add any disclosures relating to any action taken by the Seller after the date of the Original Agreement and prior to the Closing Date in breach of any of the Seller’s obligations under this Agreement or as (including, without limitation, Section 6.1) and (ii) no Schedules Supplement shall be deemed to which a Party first acquires knowledge after have any effect for the date purpose of determining satisfaction of the conditions set forth in Article VIII (unless otherwise waived by the Purchaser in writing in accordance with the terms of this Agreement, Sellers and Purchaser shall have the right to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement). Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either Upon consummation of the Sellers has or obtains knowledgeClosing, however, it is agreed by the Parties that any such Schedules Supplement will be effective to cure and Purchaser agrees to advise each of the Sellers promptly in writing of correct for all other purposes any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to that would have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, existed if the Closing occurs, shall Seller had not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to provided the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) shall be deemed to have cured any breach by Purchaser of with such representation and warranty that, but for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to Article IX, shall not be deemed to have cured any breach by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09Schedules Supplement.

Supplements to Schedules. With From time to time up to the fifth business day prior to the Closing Date, the Sellers and Owners will promptly supplement or amend the Schedules (as amended or supplemented pursuant to clause (i) above) that they have delivered pursuant to this Agreement with respect to matters arising from circumstances (A) inserting an applicable cross reference to another schedule or (B) any matter first existing or occurring after the date of this Agreement hereof that, if existing or as occurring at or prior to which a Party first acquires knowledge after the date of this Agreementhereof, Sellers and Purchaser shall would have the right been required to make any changes be set forth or additions to the described in such Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be is necessary to correct any matter information in such Schedules that would otherwise constitute a breach has been rendered inaccurate thereby. No supplement or amendment to any Schedule will have any effect for the purpose of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either determining satisfaction of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant contained in this Agreement. Any Supplemental Disclosure shall be deemed not to have been disclosed for the purposes of determining whether or not the conditions to Closing set forth in Section 7.02 or Section 7.03, as applicable, have been satisfied and, if the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IXVI; provided, however, that any Supplemental Disclosure by Purchaser to the extent a Closing occurs, each of CBIZ and Buyer hereby waive their right to seek a claim of a Seller Misrepresentation or other breach of representation or warranty with respect to the matters set forth or described in respect of its representation and warranty in Section 5.09 such supplement(s) and/or amendment(s) (a) shall be deemed to have cured any breach by Purchaser of the “New Matter”). Notwithstanding such representation and warranty thatwaiver, but for such disclosure, would have otherwise existed, but (b) unless the New Matter is [**] denotes confidential treatment has been requested for the purposes of indemnification pursuant to Article IXbracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment specifically assumed by CBIZ or Buyer in writing, such New Matter shall not be deemed an Assumed Liability hereunder and their right to have cured seek indemnification with respect to any breach by Sellers Damages any CBIZ Indemnified Party may incur as a result of any of their representations the New Matter shall continue in full force and warranties so disclosed by Purchaser under Section 5.09effect.

Supplements to Schedules. With Until ten (10) days prior to the Closing, the Protego Partners, on the one hand, and the Evercore Partners, on the other hand, shall amend their respective Schedules in order to add, delete or revise any information in such Schedules necessary as a result of events occurring after the date hereof (including, with respect to matters Schedule 3.1.12 and Schedule 3.2.12, changes arising from circumstances first occurring after out of any audit of such financial statements between the date of this Agreement or as and the Closing Date and any changes in response to which a Party first acquires knowledge after comments made by the date SEC in connection with its review of this Agreement, Sellers and Purchaser shall have such financial statements included in the right Form S-1) in order to make any changes or additions to the Schedules (such changes or additions being referred to as “Supplemental Disclosure”) that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty in this Agreement. Sellers agree to advise Purchaser promptly in writing of any matter or occurrence of which either of the Sellers has or obtains knowledge, and Purchaser agrees to advise each of the Sellers promptly in writing of any matter of which Purchaser has or obtains knowledge, that, in either case, would reasonably be expected to constitute a breach by such Party of any representation, warranty or covenant their respective representations and warranties contained in this Agreement. Any Supplemental Disclosure Article 3 true and correct; provided that any such addition, deletion or revision shall not be deemed not to have been disclosed taken into account for the purposes of determining whether or not the conditions to Closing precedent set forth in Section 7.02 Article 5 are satisfied; and provided, further, that (i) if such addition, deletion or Section 7.03revision were taken into account for purposes of determining whether the conditions precedent set forth in Article 5 are satisfied and (ii) such addition, deletion or revision discloses any change, effect or circumstance that, individually or in the aggregate, would not result in a failure of any condition precedent set forth in Article 5 to be satisfied, such addition, deletion or revision shall not be taken into account for purposes of indemnification as applicableset forth in Article 6 and Article 7. If such addition, have been deletion or revision discloses any change, effect or circumstance that, individually or in the aggregate, would result in a failure of any condition precedent set forth in Article 5 to be satisfied, the party whose condition precedent set forth in Article 5 fails to be satisfied andas a result of such change, if effect or circumstance may, at its option, cause this Agreement to be terminated without any liability to such party by giving written notice to the other parties upon the earlier of: (a) a date within ten (10) days after receipt of the amended Schedule, or (b) the Closing Date. If the party which has the right to terminate this Agreement pursuant to the immediately preceding sentence does not give such written notice, and the Closing occurs, shall not be deemed to have cured any breach of any representation, warranty, covenant or agreement relating to the matter set forth in the Supplemental Disclosure for the purposes of indemnification pursuant to Article IX; provided, however, that any Supplemental Disclosure by Purchaser in respect of its representation and warranty in Section 5.09 (a) this Agreement shall be deemed to have cured any breach by Purchaser of such representation and warranty that, but been amended (including for such disclosure, would have otherwise existed, but (b) for the purposes of indemnification pursuant to as set forth in Article IX, shall not be deemed to have cured any breach 6 and Article 7) by Sellers of any of their representations and warranties so disclosed by Purchaser under Section 5.09substituting the amended Schedule for the original or prior Schedule.