Common use of Updated Disclosure Schedules Clause in Contracts

Updated Disclosure Schedules. From time to time prior to the Closing, Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as of the Effective Date, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will have a Material Adverse Effect; provided, however, that if Parent does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with the Closing after receipt of such Schedule Supplement, Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosures.

Updated Disclosure Schedules. From Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) 42 Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Company shall have Buyer shall, as the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as sole and exclusive remedy of the Effective DateBuyer, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have a Material Adverse Effect; providedany further rights against, howeveror obligations or liabilities to, that if Parent the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with on or before the Closing after receipt Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of such the Disclosure Schedule, the respective Disclosure Schedule Supplement, Parent attached hereto shall be deemed to have irrevocably been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosures5.28.

Updated Disclosure Schedules. From Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.07 (but only to the extent not relating to the Transferred Interests or the Properties), 5.08, 5.09, 5.10, 5.14, 5.15, 5.19, 5.24, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur or of which Sellers, Manager or Target may become aware after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time prior to the Closing Date, provided that Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any Post-Agreement Disclosures of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such Post-Agreement Disclosure existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence). If such Post-Agreement Disclosures, in the aggregate, could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Company shall have Buyer shall, as the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as sole and exclusive remedy of the Effective DateBuyer, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have a Material Adverse Effect; providedany further rights against, howeveror obligations or liabilities to, that if Parent the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with on or before the Closing after receipt Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of such the Disclosure Schedule, the respective Disclosure Schedule Supplement, Parent attached hereto shall be deemed to have irrevocably been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosures5.28.

Updated Disclosure Schedules. From Notwithstanding anything to the contrary contained in this Agreement, Seller and Target shall have the right to revise the Disclosure Schedules with respect to Seller’s and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or 41 events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Seller or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Seller or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Seller and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Seller and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $2,000,000, then, at any time prior to the Closing, Company shall have Buyer shall, as the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as sole and exclusive remedy of the Effective DateBuyer, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will by written notice to Seller, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have a Material Adverse Effect; providedany further rights against, howeveror obligations or liabilities to, that if Parent the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.01 and 11.15), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with on or before the Closing after receipt Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of such the Disclosure Schedule, the respective Disclosure Schedule Supplement, Parent attached hereto shall be deemed to have irrevocably been revised to include and incorporate such Post-Agreement Disclosures and Seller’s and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosures5.28.

Updated Disclosure Schedules. From Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.09, 5.10, 5.14, 5.19, 5.22 (solely as it relates to updates of the documents and accounts referred to therein), 5.23, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Company shall have Buyer shall, as the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as sole and exclusive remedy of the Effective DateBuyer, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have a Material Adverse Effect; providedany further rights against, howeveror obligations or liabilities to, that if Parent the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with on or before the Closing after receipt Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of such the Disclosure Schedule, the respective Disclosure Schedule Supplement, Parent attached hereto shall be deemed to have irrevocably been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosures5.28.

Updated Disclosure Schedules. From Notwithstanding anything to the contrary contained in this Agreement, Sellers and Target shall have the right to revise the Disclosure Schedules with respect to Sellers’ and Target’s representations and warranties set forth in Sections 3.02, 5.05, 5.06, 5.07 (but only to the extent not relating to the Transferred Interests or the Properties), 5.08, 5.09, 5.10, 5.14, 5.15, 5.19, 5.24, 5.25 and 5.26 of this Agreement to reflect circumstances or events that may occur after the date of signing this Agreement (collectively, “Post-Agreement Disclosures”) by delivering a revised Disclosure Schedule to Buyer at any time within five (5) Business Days prior to the Closing Date (without further modification other than the addition of any such Post-Agreement Disclosures), provided that (a) the term “Post-Agreement Disclosures” shall not include any circumstances or events of which Sellers or Target either had Knowledge as of the date of this Agreement or would have had Knowledge had Sellers or Target exercised commercially reasonable diligence to determine whether such circumstances or events existed prior to the date of this Agreement (provided that Sellers and Target shall not be required to contact any Third Party operator of the Properties to exercise commercially reasonable diligence) or which relate to any action or inaction on the part of Nominee or any Owner that constitutes a breach of a covenant contained in this Agreement, (b) Sellers and Target shall not have the right to revise the Disclosure Schedule to reflect or incorporate any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” and (c) notwithstanding anything herein to the contrary, no disclosure of any circumstances or events excluded from the definition of “Post-Agreement Disclosures” by the immediately preceding clause “(a)” will, or shall be deemed to, cure (or result in a waiver by Buyer of) any breach as of the Execution Date by an Owner of a representation or warranty due to such circumstances or events. If such Post-Agreement Disclosures, in the aggregate could reasonably be expected to result in an adverse effect to the Transferred Interests, the Properties or Buyer in an amount greater than or equal to $5,000,000, then, at any time prior to the Closing, Company shall have Buyer shall, as the right (but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter arising after the Effective Date, which, if existing, occurring or known as sole and exclusive remedy of the Effective DateBuyer, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied. Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will by written notice to Seller Representative, in which event the Deposit shall be returned to Buyer and no Party hereto shall thereafter have a Material Adverse Effect; providedany further rights against, howeveror obligations or liabilities to, that if Parent the other by reason of this Agreement, except for the provisions of Article I, Section 6.05, Section 9.05(c) and Article XI (other than Sections 11.02 and 11.16), which provisions shall explicitly survive termination of this Agreement. In the event Buyer does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with on or before the Closing after receipt Date, then Buyer shall conclusively be deemed to have accepted such Post-Agreement Disclosures, such Post-Agreement Disclosures shall be deemed to constitute part of such the Disclosure Schedule, the respective Disclosure Schedule Supplement, Parent attached hereto shall be deemed to have irrevocably been revised to include and incorporate such Post-Agreement Disclosures and Sellers’ and Target’s representations and warranties shall be deemed to have been revised accordingly, and Buyer shall be deemed to have waived any right to terminate the Agreement under this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to the Closing to discuss such Contested Disclosures, determine in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral to review materials and receive input from the Company and Parent as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosures5.28.

Updated Disclosure Schedules. From time to time prior (a) Prior to the ClosingClosing Date as hereinafter provided, the Company may supplement Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and 4.23 of the Company Disclosure Schedule with respect to representations and warranties made by the Company as of the date hereof in the corresponding Sections of this Agreement (such Sections of the Company Disclosure Schedule as supplemented in accordance with this Section 8.22(a), the “Company Updated Disclosure Schedule”) with respect to matters arising after the date of this Agreement and not in violation of any covenant or other provision of this Agreement (including, without limitation, any covenant set forth in Article 7 or Article 8), which matters, if existing as of the date of this Agreement, should have been set forth in such section of the Company Disclosure Schedule. After the Company shall have furnished the right Updated Company Disclosure Schedule to Parent, (but not i) the obligationUpdated Company Disclosure Schedule shall become part of this Agreement and (ii) to supplement or amend the Disclosure Schedules with respect to any matter arising after representations and warranties set forth in Article 4 made by the Effective Date, which, if existing, occurring or known Company as of the Effective Datedate hereof, would have been required (A) together with the Company Disclosure Schedule as delivered on the date hereof, shall continue to remain part of this Agreement as if the Updated Company Disclosure Schedule had not become part of this Agreement and (B) together with the Updated Company Disclosure Schedule, shall thereupon also be deemed to be set forth or described in made as of the Closing Date. For the avoidance of doubt: (a) the Updated Company Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of made, and shall not make, (i) true and correct any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article 4 made by the Company as of the date hereof that is qualified by materiality or Material Adverse Effect or (ii) true in all material respects any representation or warranty set forth in Article 4 made by the Company as of the date hereof that is not qualified by materiality or Material Adverse Effect; and (b) the Company shall not be entitled to include on any Section 6.02(aof the Updated Company Disclosure Schedule any matters arising after the date of this Agreement necessary to make the representations and warranties set forth in Article 4 made by the Company as of the date hereof true and correct (with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect) have been satisfiedor in all material respects (with respect to any representation or warranty that is not qualified by materiality or Material Adverse Effect) as of the Closing Date if such matters violated or conflicted with any covenant or other provision of this Agreement (including, without limitation, any covenant set forth in Article 7 or Article 8) in any respect. The Company shall furnish to Parent a draft of the Updated Company Disclosure Schedule on the third Business Day prior to the Closing Date and shall supplement such draft as appropriate up to the Effective Time. Such draft, as so supplemented, shall constitute the Updated Company Disclosure Schedule; provided that, if the Company shall supplement such draft in any material respect, Parent shall have the right to terminate this Agreement if a Schedule Supplement discloses information that will have a Material Adverse Effect; providedright, however, that if Parent does not elect to terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement and/or elects to proceed with the Closing after receipt of such Schedule Supplement, Parent shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section 8.02 with respect to such matter unless and to the extent Parent has within three (3) Business Days of its receipt of such Schedule Supplement (and in any event prior to the Closing) provided upon written notice to the Company of the specific disclosures set forth on the applicable Schedule Supplement with respect Company, to which the Parent reasonably believes would result in an indemnifiable Losses and with respect to which the Parent declines to waive its right to indemnification under Section 8.02 (the “Contested Disclosures”), in which case (i) Company and Parent shall meet prior to defer the Closing Date by a period not to discuss such Contested Disclosures, determine exceed five Business Days in good faith whether and to what extent the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, (ii) if after meeting in accordance with clause (i), Company and Parent are unable to agree as to whether the Contested Disclosures have or will result in indemnifiable Losses and the dollar value of such Losses, the Company and Parent will appoint a mutually agreeable independent accounting firm (the “Accounting Firm”) (which Accounting Firm shall be a national or regional accounting firm with experience in the cannabis industry that has no relationship with either Company or Parent and the expenses of which shall be divided equally between Company and Parent) which shall act as an arbitrator of whether the Contested Disclosures have or will result in Losses and the amount of such Losses, which Accounting Firm shall meet within fifteen (15) calendar days of such referral order to review materials and receive input from the Updated Company and Parent Disclosure Schedule, as to the Contested Disclosures, and which Accounting Firm shall use best efforts to determine within ten (10) calendar days following such meeting to make a determination of whether the Contested Disclosures will result in Losses and, if so, the amount of such Losses (which Accounting Firm’s review shall be limited solely to the disputed items relating to the Contested Disclosures and Losses, if any, and which Accounting Firm’s determination shall not be outside the range defined by the respective amounts of Losses presented by Company, on the one hand, and Parent, on the other hand, and which Accounting Firm’s determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error, fraud or a demonstrable conflict of interest) and (iii) after meeting in accordance with clause (i) and, if applicable, seeking a decision from an Accounting Firm in accordance with clause (ii), the Parties shall consummate the Closing; provided that the Company Stockholders shall be obligated to indemnify the Parent Indemnitees in an amount of fifty percent (50%) of the Losses (subject to the limitations set forth in Section 8.06), if any, attributable to the Contested Disclosuresso supplemented.