Section 9.13 Disclosure Schedules .
(a) The Disclosure Schedules do not constitute, are not intended to constitute and shall not be construed as constituting representations or warranties of Seller or Company except as and to the extent provided in this Agreement. Nothing in this Agreement or in the Disclosure Schedules constitutes an admission that any information disclosed, set forth or incorporated by reference in the Disclosure Schedules or in this Agreement is required by the terms of this Agreement to be so disclosed, set forth or incorporated by reference. Except where expressly required by the terms of this Agreement, it is understood and agreed by the parties thereto that neither the specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amounts, or higher or lower amounts, or the items so included or other items, are or are not material, and no party hereto shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between such parties as to whether any obligation, item or matter not described in this Agreement or included in the Disclosure Schedules is or is not material for purposes of this Agreement.
(b) The inclusion of any matter in the Disclosure Schedules in connection with any representation, warranty, covenant or agreement that is so qualified as to the materiality or “Material Adverse Effect” shall not be an admission by Seller or Company that such matter is material or could have a Material Adverse Effect on Company.
(c) Notwithstanding the foregoing, from time to time prior to the Closing Date, Seller shall supplement or amend and deliver supplemental and/or amended Disclosure Schedules with respect to any matter hereafter arising or any information first known to Seller after the date hereof which, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or which is necessary to complete or correct any information in the Disclosure Schedules or in any representation or warranty of Seller which has been rendered materially inaccurate thereby. Buyer shall waive and agree not to assert or exercise any right not to close the transactions contemplated herein on the basis of any such supplement or amendment to the Disclosure Schedules unless (i) the supplement or amendment, individually or in the aggregate with any other supplements(s) or amendment(s), prevents Seller from satisfying any of the conditions to Closing contained in Section 6.2(a) or Section 6.2(b), (ii) Buyer notifies Seller within three (3) Business Days after receipt of the supplemented or amended Disclosure Schedules that it will refuse to close as a result of such supplement or amendment to the Disclosure Schedules preventing such condition from being satisfied and (iii) Seller fails to satisfy such condition to Closing, or cure any deficiency or breach identified in such supplement or amendment, within thirty (30) days following the date on which the matters identified in such supplement or amendment first arose or became known to Seller. In the event Buyer waives and agrees not to assert any right not to close the transactions contemplated herein due to the failure of Seller to satisfy any of the conditions to Closing contained in Section 6.2(a) or Section 6.2(b) as a result of any supplement or amendment to the Disclosure Schedules, Buyer shall not be entitled to assert any claim after the Closing under Article VII or otherwise for Losses against Seller relating to the breach relating to the matter identified in such amended Disclosure Schedules. Any such supplement or amendment will not relieve Seller of any liability under this