Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Age Beverages Corp), Noncompetition Agreement (New Age Beverages Corp)
Disclosure Schedule. The disclosures in the Disclosure Schedule constitutes concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a part whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section makes reference to a specific section of the Disclosure Schedule shall be deemed and notwithstanding that a particular representation and warranty may not make a reference to be a disclosure made with respect to all of Seller’s representationsthe Disclosure Schedule, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any disclosures to such other Section representations and warranties is reasonably apparent from the text of such disclosure in such Section of the Disclosure Scheduleon its face. The disclosure inclusion of any matter information in the Disclosure Schedule is shall not to be deemed construed as or constitute an admission by the Selleror agreement that a violation, right of termination, default, Liability or otherwise implyother obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such matter information is material for purposes of this Agreementto the Company, gives rise to a material adverse effect or is outside the ordinary course of businessits Subsidiary and/or Seller. Matters In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement or influence otherwise. Further, neither the interpretation specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the information contained inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Hub Group, Inc.)
Disclosure Schedule. The Certain information set forth in the schedules to this Agreement (the “Disclosure Schedule constitutes a part Schedule”) is not intended to constitute, and shall not be construed as constituting, additional representations or warranties of the Seller except to the extent expressly provided in this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall not be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained expand in this Agreement, regardless of whether any way the scope or not a specific cross-reference is made thereto to the extent that the relevance effect of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedulerepresentations or warranties. The disclosure of any matter Certain information set forth in the Disclosure Schedule is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. The inclusion of an item in a section of the Disclosure Schedule as an exception to a representation or warranty shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations or warranties of the Seller nor shall such information constitute an admission by any party that such item constitutes an item, event, circumstance or occurrence that is material to the SellerSeller or any Acquired Company or constitutes a Material Adverse Effect. No modifications, qualifications or exceptions to any representations or warranties disclosed on one schedule will constitute a modification, qualification or exception to any other representations or warranties made in this Agreement unless, and only to the extent that, it is reasonably apparent on the face of such modifications, qualifications or exceptions that they also constitute a modification, qualification or exception to such other representations or warranties. Disclosure of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or otherwise implyany law, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance withbreach, violation or a violation default has occurred. Headings and subheadings have been inserted on certain sections of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify considered a part of or influence affect the construction or interpretation of such sections of the Disclosure Schedule. The information contained provided in the Disclosure Schedule or is being provided solely for the purpose of making disclosures to Buyer under this Agreement. In disclosing this information, neither none of the Acquired Companies nor the Seller waives, and expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.
Appears in 1 contract
Disclosure Schedule. The disclosures in the Disclosure Schedule constitutes are to be taken as relating to the representations and warranties of Seller or Radar Mexican as a part whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule (or that a cross reference to another Section of this Agreement or the Disclosure Schedule may not be included). The inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to any of Seller, Radar Mexican, either of the Mexican Entities or the Business (or the Purchased Assets, the Facilities or the Assumed Liabilities) and no information contained in the Disclosure Schedule will be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the Seller, Radar Mexican or otherwise implyeither of the Mexican Entities of any violation of any Applicable Law, that such matter is material for purposes breach of this Agreementcontract or other matter. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement. Further, neither the specification of any item or influence matter in any representation or warranty contained in this Agreement nor the interpretation inclusion of the information contained any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes is incorporated herein and expressly made a part of this Agreement and is incorporated into this Agreement for all purposes as if fully though completely set forth herein. Any disclosure made All references to this Agreement herein or in the Disclosure Schedule shall be deemed to refer to this entire Agreement, including the Disclosure Schedule. The Disclosure Schedule has been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however any Section information set forth in or incorporated into any section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all disclosed in any other section of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto the Disclosure Schedule to the extent that the relevance of any such disclosure in any other Section (i) it is reasonably apparent from on the text face of such disclosure that such information is relevant to such other section thereof or (ii) such information is cross-referenced in such Section other section thereof. Any item of the Disclosure Schedule. The disclosure of any information, matter in or document disclosed or referenced in, or attached to, the Disclosure Schedule is shall not (a) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Company’s representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission by the Seller, to any third party of liability or otherwise imply, that obligation regarding such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of businessmatter. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such ; such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references The specification of any dollar amount in the Disclosure Schedule to the enforceability of agreements with third parties, the existence representations or non-existence of third-party rights, the absence of breaches warranties contained in this Agreement or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter included in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamounts, or a violation of any Legal Requirement, Order, license, permit higher or Contract lower amounts or other topic items, are or are not material, and no party hereto shall use the fact of the setting of such amounts in any dispute or controversy as to which such disclosure is applicable. The headings contained whether any obligation, item or matter not described therein or included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify or influence the interpretation of the information contained this Agreement. No disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement or Legal Requirement shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedule and not otherwise defined therein have the meanings given to them in this Agreement.. 106
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes is hereby incorporated in and made a part of this Agreement as if set forth in full herein and is incorporated into any capitalized terms used in the Disclosure Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement. Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific fact or item in the Disclosure Schedule is intended or will be deemed to imply that such amount, or higher or lower amounts, or the fact or item so included or other facts or items, are or are not material or would or would not constitute a Material Adverse Effect, a Seller Material Adverse Effect or a Purchaser Material Adverse Effect. Unless this Agreement specifically provides otherwise, neither the specification of any fact, item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific fact, item or matter in the Disclosure Schedule is intended or will be deemed to imply that such fact, item or matter, or other facts, items or matters, are or are not in the Ordinary Course. The inclusion of any fact or item in the Disclosure Schedule shall not constitute, or be deemed to be, an admission by any Party to any third party of any fact, item or matter whatsoever (including any violation, noncompliance with, or Liability or obligation under, applicable Law, other requirement or breach of Contract). Certain facts, items and matters disclosed in the Disclosure Schedule have been disclosed for all informational purposes as if fully set forth hereinonly. Any disclosure No exceptions to any representations or warranties disclosed on one section of the Disclosure Schedule shall constitute an exception to any other representations or warranties made in the Agreement, unless the exception is disclosed as provided in the Agreement on each such other applicable section of the Disclosure Schedule or cross referenced in such other applicable section; provided, however, that the information and disclosures contained in any Section section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties disclosed and covenants contained in this Agreement, regardless of whether or not a specific cross-incorporated by reference is made thereto to the extent that the relevance of any such disclosure in any other Section section of the Disclosure Schedule as though fully set forth in such section for which applicability of such information and disclosure is reasonably apparent from on the text face of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule is not without investigation or reference to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreementunderlying documentation.
Appears in 1 contract
Samples: Stock Purchase Agreement (SPX Corp)
Disclosure Schedule. The Disclosure Schedule constitutes will be construed with, and as an integral part of, this Agreement to the same extent as if it were set forth verbatim in this Agreement. The mere inclusion of information in the Disclosure Schedule as an exception to a part representation, warranty, or covenant (a) will not be deemed an admission by any party that such information represents a material exception or a material fact, event, or circumstance or that such information has had or will have, individually or in the aggregate, a Material Adverse Effect and (b) will not constitute, or be deemed to be, an admission to any third party concerning such information. The provision of monetary or other quantitative thresholds for disclosure on the Disclosure Schedule does not and will not be deemed to create or imply a standard of materiality hereunder. The Disclosure Schedule is not intended to constitute, and will not be construed as constituting, representations or warranties of Seller or the Company except to the extent expressly provided in this Agreement and is incorporated into this Agreement for all purposes as if fully set forth hereinwill not be deemed to expand in any way the scope or effect of any such representations or warranties. Any disclosure made fact or item that is disclosed in any Section section of the Disclosure Schedule shall will be deemed to be a disclosure made with respect to all disclosed in other parts of Seller’s representationsthe Disclosure Schedule, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that where the relevance of any such disclosure in any to such other Section parts of the Disclosure Schedule is reasonably apparent from the text face of such the disclosure in such Section the part of the Disclosure ScheduleSchedule where such disclosure appears. The disclosure Disclosure of any matter allegations with respect to any alleged breach, violation, or default under any contractual or other obligation, or any Law, is not an admission that such breach, violation, or default has occurred. Headings and subheadings have been inserted in the Disclosure Schedule is not to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall will not be deemed to modify considered a part of or influence affect the construction or interpretation of the information contained Disclosure Schedule. Any summary, list, or description of a Contract or other item in the Disclosure Schedule does not purport to be a complete statement of the terms of such Contract or other item, and all such summaries, lists, and descriptions are qualified in their entirety by reference to the Contract or item being summarized, listed, or described. The information provided in the Disclosure Schedule is being provided solely for the purpose of making disclosures to Purchaser under this Agreement. In disclosing this information, Seller and the Company do not waive, and expressly reserve any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein. Capitalized terms used in the Disclosure Schedule but not otherwise defined therein will have the meanings assigned to such terms in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Inotiv, Inc.)
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such To the extent any such additional matters are set forth included, they are included for informational purposes and do not necessarily include other matters of a similar nature. All references Headings and subheadings have been inserted in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not have the effect of amending or changing the express description thereof as set forth in this Agreement. Disclosure of any fact or item in this Agreement or the Disclosure Schedule referenced by a particular Section in this Agreement shall be deemed to modify or influence have been disclosed with respect to every other Section in this Agreement to the interpretation extent that it is reasonably apparent from the face of such disclosure that such disclosure would apply to such other Sections. Neither the information specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amounts, higher or lower amounts, or the item so included or other items, are or are not material or are within or outside the ordinary course of business, and no Party shall use the fact of the setting forth of such amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter is or is not required to be disclosed (including, whether such amounts or items are or are not material), or may constitute an event or condition which could be considered to have a Company Material Adverse Effect. No matter or item disclosed on the Disclosure Schedule admitting or indicating a possible breach or violation of any contract, law or order shall be construed as an admission or indication that an actual breach or violation exists, has actually occurred or will occur. The Parties do not assume any responsibility to any Person that is not a Party to this Agreement for the accuracy of any information set forth in the Schedules. Subject to applicable law, the information on the Disclosure Schedule is disclosed in confidence for the purposes contemplated in this Agreement and is subject to the confidentiality provisions of any other agreements, including the Confidentiality Agreement. Moreover, in disclosing the information in the Disclosure Schedule, each Party expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreement.. New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Age Beverages Corp)
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement Certain agreements and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether other matters are listed or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter described in the Disclosure Schedule is for informational purposes only, notwithstanding the fact that, because they do not to be deemed an admission rise above applicable materiality thresholds or otherwise, they are not required by the Seller, or otherwise imply, that such matter is material for purposes terms of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected listed in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include In no event shall the listing of such agreements or other matters of a similar nature. All references in the Disclosure Schedule be deemed or interpreted to the enforceability of broaden or otherwise amplify Seller’s representations and warranties, covenants or agreements with third partiesexpressly set forth in this Agreement, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter nothing in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, shall influence the construction or a violation interpretation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicableof the representations and warranties of Seller set forth in this Agreement. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreement. Furthermore, the disclosure of a particular item of information in the Disclosure Schedule shall not be taken as an admission by Seller that such disclosure is required to be made under the terms of any representation, warranty, covenant or agreement of Seller made or given in this Agreement. Any fact or item set forth in the Disclosure Schedule that is required to be so set forth pursuant to a particular Section of this Agreement shall be deemed to have been disclosed with respect to every other Section of this Agreement, if such disclosure would permit a reasonable person to find such disclosure relevant to such other Sections. The specification of any Dollar amount in the representations or warranties of Seller contained in this Agreement or the inclusion of any specific item in any Disclosure Schedule hereto is not 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 shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Arch Coal Inc)
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made information disclosed in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect disclosed to all of Seller’s representations, warranties and covenants contained Buyer in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such another Section of the Disclosure ScheduleSchedule to the extent it is reasonably apparent based upon the nature of such disclosure that such disclosure is applicable to such other Sections of these Disclosure Schedules notwithstanding the absence of a cross-reference contained therein. The disclosure Neither the specification of any dollar amount or any item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Section of the Disclosure Schedule is not intended to be deemed an admission by the Sellerimply that such amount, or otherwise implyhigher or lower amounts, that or the item or matter so specified or included, or other items or matters, are or are not material, and no party shall use the fact of the specification of any such amount or the specification or inclusion of any such item or matter in any dispute or controversy between the parties as to whether any item or matter not specified herein or included in any Section of the Disclosure Schedule is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Section of the Disclosure Schedule is intended to imply that such item or matter, gives rise to a material adverse effect or is outside other items or matters, are or are not in the ordinary course of business. Matters reflected in , and no party shall use the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in fact of the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in specification or the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure inclusion of any such item or matter in any dispute or controversy between the parties as to whether any item or matter not specified herein or included in any Section of the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. No disclosure in any Section of the Disclosure Schedule relating to be deemed an admission that such matter actually constitutes noncompliance with, any possible breach or a violation of any Legal Requirementagreement, Order, license, permit Law or Contract regulation shall be construed as an admission or other topic to which indication that any such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify breach or influence the interpretation of the information contained in the Disclosure Schedule violation exists or this Agreementhas actually occurred.
Appears in 1 contract
Disclosure Schedule. The schedules, exhibits and the Disclosure Schedule constitutes to this Agreement are a material part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of this Agreement and are intended only to qualify and limit the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether and will not be deemed to expand in any way the scope or not a specific cross-reference is made thereto to the extent that the relevance effect of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section representations, warranties or covenants. Each of the Disclosure Schedule. The disclosure of any matter Parent and Merger Sub hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedule is for informational purposes only, as they do not to be deemed an admission by the Sellerrise above applicable materiality thresholds, or otherwise imply, that such matter is material for purposes they are not outside of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any section or sections of the Disclosure Schedule will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iv) headings in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth have been inserted for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreement; (v) no reference to or disclosure of any item or other matter in the Disclosure Schedule will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (vi) no disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; and (vii) the inclusion of any matter, information or item in the Disclosure Schedule will not be deemed to constitute an admission of any liability by Company to any third party.
Appears in 1 contract
Disclosure Schedule. The disclosure schedule (the “Disclosure Schedule constitutes Schedule”) is a part series of schedules corresponding to the Sections contained in this Agreement and is incorporated into this Agreement for all purposes as if fully set forth hereincontaining the information required to be disclosed pursuant to, and certain exceptions to, the representations and warranties therein. Any disclosure made set forth in any particular Section of the Disclosure Schedule will be deemed disclosed for the purpose of the corresponding Section or subsection of the Agreement and for the purpose of any other Section or subsection of the Agreement, where the application or relevance of such disclose as an exception to (or a disclosure for purposes of) such other Section is reasonably apparent on the face of such disclosure. The inclusion of any information in any Section of the Disclosure Schedule (i) shall not be deemed (x) to be an admission or evidence of the materiality of such information or that such information, alone or together with any other matter or item, could result in a Material Adverse Effect, (y) to establish a standard of materiality for any purpose whatsoever or (z) to be an admission that such item is required to be disclosed in order for the representations and warranties of Seller or of any Company to be true and correct or for Seller or any Company to be in compliance with its covenants and agreements, (ii) does not represent an admission or determination by Seller or any Company that such item did not arise in the Ordinary Course of Business and (iii) shall not constitute, or be deemed to be a disclosure made with respect be, an admission by any Person to all any other Person of Seller’s any manner whatsoever (including any breach or violation of any Contract, Law or Order). The specification of any dollar amount in the representations, warranties and or covenants contained in this AgreementAgreement is not intended to imply that such amount, regardless of whether or any higher or lower amount, is or is not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter material or in the Disclosure Schedule is not to be deemed an admission by the Seller, or otherwise imply, that such matter is material Ordinary Course of Business for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the The Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicableincorporated herein by reference. The headings contained in the Disclosure Schedule are for convenience of reference only Parties have executed and shall not be deemed to modify or influence the interpretation delivered this Stock Purchase Agreement as of the information contained in the Disclosure Schedule or this Agreement.date first written above. AMERICAN TIRE DISTRIBUTORS, INC. By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and General Counsel TTT HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President EXHIBIT A DEFINITIONS
Appears in 1 contract
Samples: Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)
Disclosure Schedule. The Disclosure Each Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule Schedules shall be deemed to be a disclosure made with respect to all qualify only (a) the corresponding Section of Seller’s representations, warranties and covenants contained in this Agreement, regardless (b) any other Section of whether this Agreement to which such Schedule makes express reference, or not a specific cross-reference is made thereto (c) any other Section of this Agreement to the extent that the relevance of any the information disclosed in such disclosure in any Schedule to such other Section is reasonably apparent from the text of such disclosure in such Section on its face, without further inquiry or knowledge of the Disclosure Schedule. The disclosure contents of any matter document disclosed in the Disclosure Schedule Schedules that the matter is not required to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of businessincluded. Matters reflected in on the Disclosure Schedule Schedules are not necessarily limited to matters required by this Agreement to be reflected therein, and the Disclosure Schedules may contain information that is not specifically required by this Agreement, which information is provided solely for Buyers’ general information and is not separately represented or warranted. The disclosure or inclusion by the Acquired Companies or Sellers of any matter in the Disclosure ScheduleSchedules shall not be deemed to constitute an acknowledgement or admission that the matter is required to be disclosed by the terms of this Agreement or that the matter is material (except to the extent the applicable representation or warranty specifically requires that a particular item be disclosed). Such additional matters The Disclosure Schedules and the information and statements contained therein are set forth not intended to constitute, and shall not be construed as constituting, representations or warranties of the Acquired Companies or Sellers, and any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (i) be used as a basis for informational purposes and do not necessarily include interpreting the terms “material” or other matters similar terms in this Agreement or to establish a standard of a similar naturemateriality, (ii) be deemed or interpreted to expand the scope of any representation or warranty, obligation, covenant, condition or agreement contained in this Agreement, (iii) constitute, or be deemed to constitute, an admission of liability or obligation to any third party regarding such matter, (iv) represent an admission to any third party that the consummation of the Transaction requires the consent of any third party, or (v) otherwise constitute, or be deemed to otherwise constitute, an admission to any third party concerning such item or matter. All Without limiting the generality of the foregoing, all references in the Disclosure Schedule Schedules to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence or existence of breaches or defaults by third partiesthe Acquired Companies, Sellers or any of their respective Affiliates or Third Parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, accuracy or be admissible against any Party party by or in favor of any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreement.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement shall identify exceptions and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made other matters with respect to all the representations and warranties of Seller’s representations, warranties the Company herein and covenants contained be arranged in certain specific sections corresponding to the sections of Article III of this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in any section of the Disclosure Schedule shall qualify the representations and warranties of the Company in such corresponding section of Article III and shall qualify any other section of Article III to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to such section of Article III. The inclusion of information in the Disclosure Schedule shall not to be deemed construed as an admission by the Seller, or otherwise imply, that such matter information is material for purposes to any of this Agreementthe Company or any of its Subsidiaries. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement. Further, neither the specification of any item or influence matter in any representation, warranty or covenant contained in this Agreement nor the interpretation inclusion of the information contained any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Aircraft Holdings, Inc)
Disclosure Schedule. The disclosure schedule (the “Disclosure Schedule”) is a series of schedules corresponding to the Sections contained in this Agreement and containing the information required to be disclosed pursuant to, and certain exceptions to, the representations and warranties and covenants in such Articles. The Disclosure Schedule constitutes a part is incorporated herein by reference. The Disclosure Schedule is arranged in sections, paragraphs and sub-paragraphs corresponding to the numbered and lettered sections, paragraphs and sub-paragraphs of this Agreement Agreement. Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made disclosures contained in any Section section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties disclosed and covenants contained in this Agreement, regardless of whether or not a specific cross-incorporated by reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section section of the Disclosure Schedule, as applicable, as though fully set forth in such section of the Disclosure Schedule if a cross reference is included in such other section of the Disclosure Schedule or if it is reasonably apparent on the face of such disclosure that such matter is pertinent to such other Schedules. The disclosure of any matter information set forth in the Disclosure Schedule is not to be deemed an admission by disclosed solely for the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise and no information set forth therein shall be deemed to be an admission by any Party of any matter whatsoever, including of any violation of Law or breach of any agreement. Nothing in the Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Such information and the dollar thresholds set forth herein shall not be used as a material adverse effect basis for interpreting the terms “material” or is outside the ordinary course of business“Material Adverse Effect” or other similar terms in this Agreement. Matters reflected Any introductory language and headings in the Disclosure Schedule are inserted for convenience of reference only and will not necessarily limited create or be deemed to matters required create a different standard for disclosure than the language set forth in this Agreement. To the extent that any disclosure made therein contains a description of written contracts, agreements, plans, arrangements or other documents or instruments, such disclosure is only a summary and is qualified in its entirety by this Agreement reference to be reflected the applicable contract, agreement, plan, arrangement or other document or instrument. Disclosure of any information in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do Schedule that is not necessarily include other strictly required under this Agreement does not imply disclosure of all matters of a similar nature. All references in the Disclosure Schedule to the enforceability The fact that an item of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who information is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed construed to modify or influence the interpretation of the mean that such information contained in the Disclosure Schedule or is required to be disclosed by this Agreement.
Appears in 1 contract
Disclosure Schedule. The Seller and the Company have set forth certain information and other matters in the Disclosure Schedule constitutes in a part section thereof that corresponds to the Section, or a portion of this Agreement and is incorporated into this Agreement for all purposes as if fully such Section, to which it relates. Each item set forth herein. Any disclosure made in any Section section, or portion of a section, of the Disclosure Schedule shall be deemed to be disclosed only against the representation and warranty made in the corresponding Section, or portion of a disclosure made with respect to all Section, of Seller’s representations, warranties and covenants contained in this Agreement; provided, regardless of whether or not a specific cross-reference is made thereto to the extent that if the relevance of any such disclosure item, information or other matter set forth in any section of the Disclosure Schedule to any other Section section of the Disclosure Schedule is reasonably apparent from the text face of such disclosure disclosure, then such item, information or other matter shall be deemed to be disclosed against such other section of the Disclosure Schedule, regardless of whether such item, information or other matter is actually set forth (by cross-reference or otherwise) in such Section other section of the Disclosure Schedule. The disclosure Parties acknowledge and agree that (a) the inclusion of any item, information or other matter in the Disclosure Schedule that is not required by this Agreement to be so included is solely for the convenience of the other Party, (b) the disclosure by any Party of any item, information or other matter in the Disclosure Schedule shall not be deemed to constitute an acknowledgement by such Party that such item, information or other matter is required to be disclosed by the terms of this Agreement, (c) the Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement, (d) the Disclosure Schedule and the information and other matters contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations, warranties or covenants of any Party except as and to the extent provided in this Agreement, (e) disclosure of any item on the Disclosure Schedule shall not constitute or be deemed an admission by the Seller, or otherwise imply, indication that such item or matter is material or would have a Company Material Adverse Effect, and shall not imply a measure for materiality for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in and (f) no disclosure on the Disclosure Schedule are not necessarily limited relating to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence possible breach or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and Law shall not be deemed to modify construed as an admission or influence the interpretation of the information contained in the Disclosure Schedule indication that a breach or this Agreementviolation exists or has actually occurred.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made disclosures in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect responsive to all and to qualify the representations and warranties of Seller’s representations, warranties and covenants the Company contained in the corresponding sections in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in Agreement and any other Section is representations and warranties in this Agreement so long as the relationship between the disclosure and the other representations and warranties are reasonably apparent from on the text of such disclosure in such Section face of the Disclosure Scheduledisclosure. The disclosure inclusion of any matter information in the Disclosure Schedule is shall not to be deemed construed as or constitute an admission by the Selleror agreement that a violation, right of termination, default, liability or otherwise implyother obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such matter information is material for purposes of this Agreementto the Company. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedule (including the listing of items on any Disclosure Schedule although such items may not necessarily be required to be included in such Disclosure Schedule because of the dollar thresholds set forth in this Agreement). Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement. Further, neither the specification of any item or influence matter in any representation, warranty or covenant contained in this Agreement nor the interpretation inclusion of the information contained any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the Ordinary Course for purposes of this Agreement.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes a part has been arranged for purposes of convenience in separately numbered Sections corresponding to the Sections of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any each Section of the Disclosure Schedule shall be will deemed to be an exception to (or, as applicable, a disclosure made with respect for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Sellers that are set forth in the corresponding section or subsection of this Agreement; and (b) other representations and warranties of Seller that are set forth in the Agreement only to all the extent that it is reasonably apparent on the face of Seller’s representationssuch disclosure that it is an exception to (or, as applicable, a disclosure for purposes of) such representation or warranty. Capitalized terms used in the Disclosure Schedule and not otherwise defined therein have the meaning given to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be deemed an admission by disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the SellerOrdinary Course of Business or consistent with past practice, and no party will use the fact of the setting of the amounts or otherwise imply, that such matter is material for purposes the fact of the inclusion of any item in this Agreement, gives rise the Disclosure Schedule or exhibits in any dispute or controversy between the Parties as to a material adverse effect whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedule or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course Ordinary Course of businessBusiness. Matters In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references No information set forth in the Disclosure Schedule will be deemed to broaden in any way the enforceability scope of agreements with third the parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is a summary only and is qualified in its entirety by the existence or non-existence terms of third-party rightssuch agreement, the absence of breaches or defaults by third partiesdocument, instrument, plan, arrangement, or similar matters or statementsitem which terms will be deemed disclosed for all purposes of this Agreement. The information contained in this Agreement, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule and exhibits hereto is not to be deemed an admission that such matter actually constitutes noncompliance withdisclosed solely for purposes of this Agreement, and no information contained herein or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not therein will be deemed to modify be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or influence the interpretation breach of the information contained in the Disclosure Schedule or this Agreementcontract.
Appears in 1 contract
Samples: Asset Purchase Agreement (Priority Technology Holdings, Inc.)
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any A disclosure made in any Section section of the Disclosure Schedule Schedules (or subparts thereof) that reasonably informs Buyer of information (i) shall constitute an exception to the representations and warranties Article IV to which it makes reference, and (ii) shall be deemed to be a disclosure made disclosed with respect to, and constitute an exception to, any non-referenced representation or warranty in this Agreement where it would be clear to all of Seller’s representations, warranties and covenants a reasonable person that the disclosure contained in this Agreement, regardless such item of whether disclosure would also qualify such non-referenced representation or not a specific warranty without the necessity of repetitive disclosure or cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedulereference. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters Information reflected in the Disclosure Schedule are Schedules is not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedules. Such additional matters are information is set forth for informational purposes and do does not necessarily include other matters of a similar nature. All references Disclosure of such additional information will not be deemed to constitute an acknowledgment that such information is required to be disclosed, and disclosure of such information will not be deemed to enlarge or enhance any of the representations or warranties in this Agreement or otherwise alter in any way the terms of this Agreement. Inclusion of information in the Disclosure Schedule Schedules will not be construed as an admission that such information is material to the enforceability of agreements with third partiesBusiness, the existence or non-existence of third-party rights, the absence of breaches or defaults by third partiesPurchased Assets, or similar matters the Assumed Liabilities. No reference to or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any item or other matter in the Disclosure Schedule Schedules shall be construed as an admission or indication that such item or other matter is not material or that such item or other matter is required to be deemed an admission that such matter actually constitutes noncompliance with, referred to or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained disclosed in the Disclosure Schedule are Schedules. The information set forth in the Disclosure Schedules is disclosed solely for convenience the purposes of reference only this Agreement, and no information set forth therein shall not be deemed to modify be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or influence the interpretation breach of the information contained in the Disclosure Schedule or this Agreementany agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digerati Technologies, Inc.)
Disclosure Schedule. The Disclosure Schedule constitutes parties hereto agree that any reference in a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any particular Section of the Disclosure Schedule shall be deemed to be an exception to (or, as applicable, a disclosure made with respect to all for purposes of) (a) the representations and warranties (or covenants, as applicable) of Seller’s representations, warranties and covenants the Sellers that are contained in this AgreementArticle III and Article IV and (b) any other representations and warranties (or covenants, regardless as applicable) of whether or not a specific cross-reference is made thereto to the extent Sellers that are contained in Article III and Article IV if the relevance of any that reference as an exception to (or a disclosure for purposes of) such disclosure in any other Section representations and warranties (or covenants) is reasonably apparent from apparent. The parties acknowledge and agree that (i) the text of such disclosure in such Section Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of the Disclosure Schedule. The Buyers, (ii) the disclosure by the Sellers of any matter in the Disclosure Schedule shall not be deemed to constitute an acknowledgment by the Sellers that the matter is not required to be deemed an admission disclosed by the Seller, terms of this Agreement or otherwise imply, that such the matter meets a dollar or other threshold or is material for purposes or has had or would reasonably be expected to have a Company Material Adverse Effect, (iii) the Disclosure Schedule and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Sellers except as and to the extent provided in this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected Agreement (and nothing contained in the Disclosure Schedule are not necessarily limited to matters required by shall in any event expand the scope of any representation, warranty, covenant or agreement contained in this Agreement or constitute or be deemed to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of constitute a similar nature. All references representation, warranty, covenant or agreement), (iv) no disclosure in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise relating to any inference possible breach or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirementagreement or applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred and (v) summaries or descriptions of contracts, Order, license, permit or Contract agreements or other topic to which such disclosure is applicable. The headings documents contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify qualified in their entirety by such contracts, agreements or influence the interpretation of the information contained in the Disclosure Schedule or this Agreementother documents themselves.
Appears in 1 contract
Samples: Share and Asset Purchase Agreement (Tremor International Ltd.)
Disclosure Schedule. The Disclosure Schedule constitutes a part of All references to this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made herein or in any Section of the Disclosure Schedule shall will be deemed to be a disclosure made with respect refer to all of Seller’s representations, warranties and covenants contained in this entire Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the including all Disclosure Schedule. The disclosure Disclosure Schedule have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; provided, however, any matter item disclosed in any part, subpart, Section or subsection of the Disclosure Schedule is not to referenced by a particular Section or subsection in this Agreement will be deemed to have been disclosed with respect to every other Section and subsection in this Agreement if the relevance of such disclosure to such other Section or subsection is reasonably apparent, notwithstanding the omission of an admission by the Sellerappropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or otherwise implyattached to, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are will not necessarily limited to matters required by (a) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be reflected deemed or interpreted to expand the scope of the Sellers’ representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter, or (f) constitute, or be deemed to constitute, an admission or indication by the Sellers or Buyer that such item meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references No reference in the Disclosure Schedule to any Contract will be construed as an admission or indication that such Contract is enforceable or in effect as of the enforceability of agreements with third parties, the existence date hereof or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, that there are intended only to allocate rights and risks among the Parties and are not intended any obligations remaining to be admissions against interests, give rise to performed or any inference or proof of accuracy, rights that may be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Partyexercised under such Contract. In addition, the No disclosure of any matter in the Disclosure Schedule is not relating to be deemed an admission that such matter actually constitutes noncompliance with, any possible breach or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which Legal Requirement will be construed as an admission or indication that any such disclosure is applicablebreach or violation exists or has actually occurred. The headings contained Capitalized terms used in the Disclosure Schedule are for convenience of reference only and shall not be deemed otherwise defined therein have the meanings given to modify or influence the interpretation of the information contained them in the Disclosure Schedule or this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Circor International Inc)
Disclosure Schedule. The disclosures in the Disclosure Schedule constitutes concerning Seller, the Company and/or any of its Subsidiaries referenced by a part of particular Section in this Agreement and is incorporated into shall be deemed to have been disclosed with respect to every other Section in this Agreement for all purposes as if fully set forth hereinto the extent that it is readily apparent from the face of such disclosure that such disclosure would apply to such other Sections. Any disclosure made The inclusion of information in any Section of the Disclosure Schedule shall not be deemed to be construed as or constitute an admission or agreement that a disclosure made violation, right of termination, default, liability or other obligation of any kind exists with respect to all of Seller’s representationsany item, warranties and covenants contained in this Agreement, regardless of whether nor shall it be construed as or not a specific cross-reference constitute an admission or agreement that such information is made thereto material to the extent that the relevance Company, any of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule67 its Subsidiaries and/or Seller. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the SellerIn addition, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement or influence otherwise. Further, neither the interpretation specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the information contained inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Coach Inc)
Disclosure Schedule. The disclosures in a particular Disclosure Schedule constitutes a part are to be taken as relating to each other Disclosure Schedule to the extent the relevance of this Agreement and such disclosure to such other Disclosure Schedule is incorporated into this Agreement for all purposes as if fully set forth hereinreasonably apparent. Any disclosure made The inclusion of information in any Section of the Disclosure Schedule shall not be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference construed as an admission that such information is made thereto material to the extent that the relevance of any Party disclosing such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Scheduleinformation. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the SellerIn addition, or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement. Further, neither the specification of any item or influence matter in any representation, warranty or covenant contained in this Agreement nor the interpretation inclusion of the information contained any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Horizon Pharma, Inc.)
Disclosure Schedule. The Disclosure Schedule constitutes a part of Schedules to this Agreement and is incorporated into are arranged in sections corresponding to those contained in this Agreement merely for all purposes convenience, and the disclosure of an item in one section or subsection of such Disclosure Schedules as if fully set forth herein. Any disclosure made in an exception to any Section of the Disclosure Schedule particular covenant, representation or warranty shall be deemed to be a disclosure made adequately disclosed as an exception with respect to all other covenants, representations or warranties, notwithstanding the presence or absence of Seller’s representationsan appropriate section or subsection of such Disclosure Schedules with respect to such other covenants, representations or warranties and covenants contained in this Agreement, regardless of whether or not a specific an appropriate cross-reference is made thereto thereto, in each case to the extent that the relevance relevancy of any such disclosure in any to such other Section covenants, representations or warranties is reasonably apparent from on the text face of such disclosure in that such Section disclosed information is applicable thereto. Additionally, for each of the Disclosure Schedule. The disclosure Schedules, the mere inclusion of any matter an item in the such Disclosure Schedule is Schedules as an exception to a representation or warranty shall not to be deemed an admission or acknowledgment, in and of itself and solely by virtue of the Seller, or otherwise implyinclusion of such information in such Disclosure Schedules, that such matter information is material for purposes required to be listed in such Disclosure Schedules or that such item (or any non-disclosed item or information of this Agreement, gives rise to comparable or greater significance) represents a material adverse effect exception or fact, event or circumstance, that such item has had, or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited expected to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of result in, a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third partiesTarget Material Adverse Effect, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter item actually constitutes noncompliance with, or a violation of of, any Legal RequirementLaw, Order, license, permit Authorization or Contract or other topic to which such disclosure is applicableapplicable or that such item is outside the ordinary course of business. The headings specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedule Schedules is not intended to imply that such amounts (or higher or lower amounts) are for convenience of reference only or are not material, and no Party shall not be deemed to modify or influence use the interpretation fact of the information contained setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described in this Agreement or included in a Disclosure Schedule is or is not material for purposes of this Agreement. Capitalized terms used in the Disclosure Schedules, unless otherwise defined therein, shall have the meanings assigned to them in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Nine Energy Service, Inc.)
Disclosure Schedule. The Disclosure Schedule constitutes a part of to this Agreement and is incorporated into arranged in sections corresponding to those contained in this Agreement merely for all purposes as if fully set forth herein. Any convenience, and the disclosure made of an item in any Section one section or subsection of the such Disclosure Schedule as an exception to any particular covenant, representation or warranty shall be deemed to be a disclosure made adequately disclosed as an exception with respect to all other covenants, representations or warranties, notwithstanding the presence or absence of Seller’s representationsan appropriate section or subsection of such Disclosure Schedule with respect to such other covenants, representations or warranties and covenants contained in this Agreement, regardless of whether or not a specific an appropriate cross-reference is made thereto thereto, in each case to the extent that the relevance relevancy of any such disclosure in any to such other Section covenants, representations or warranties is reasonably apparent from on the text face of such disclosure in such Section disclosure. Additionally, the mere inclusion of the Disclosure Schedule. The disclosure of any matter an item in the Disclosure Schedule is as an exception to a representation or warranty shall not to be deemed an admission or acknowledgment, in and of itself and solely by virtue of the Seller, or otherwise imply, that inclusion of such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected information in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references , that such information is required to be listed in the such Disclosure Schedule to the enforceability of agreements with third partiesSchedule, the existence that such item (or any non-existence disclosed item or information of third-party rightscomparable or greater significance) represents a material exception or fact, the absence of breaches event or defaults by third partiescircumstance, that such item has had, or similar matters or statementsis expected to result in, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interestsa Material Adverse Effect, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter item actually constitutes noncompliance with, or a violation of of, any Legal RequirementLaw, Order, license, permit License or Contract or other topic to which such disclosure is applicableapplicable or that such item is outside the ordinary course of business; furthermore, without limiting the generality of the foregoing, the mere inclusion of a Contract on Section 2.12 of the Disclosure Schedule does not mean that such Contract is a Material Contract. The headings specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedule is not intended to imply that such amounts (or higher or lower amounts) are for convenience of reference only or are not material, and no Party shall not be deemed to modify or influence use the interpretation fact of the information contained setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in a Disclosure Schedule is or is not material for purposes of this Agreement. Capitalized terms used in the Disclosure Schedule, unless otherwise defined therein, shall have the meanings assigned to them in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Martin Midstream Partners Lp)
Disclosure Schedule. The Disclosure Schedule constitutes a part shall be arranged in paragraphs corresponding to the lettered paragraphs contained in the Sections of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made Agreement; provided, however, that any event, fact or circumstance disclosed in any Section lettered paragraph of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all for purposes of Seller’s representations, warranties and covenants contained in this Agreement, regardless each other lettered paragraph of whether or not a specific cross-reference is made thereto the Disclosure Schedule to the extent that the relevance of any such disclosure in any other Section it is reasonably apparent from the text face of such disclosure that it would also qualify such other lettered paragraph. The inclusion of information in such Section of the Disclosure ScheduleSchedule shall not be construed as an admission that such information is material to the Company, its Subsidiaries or the Sellers. The disclosure Neither the specification of any matter dollar amount in any disclosure contained in the Disclosure Schedule nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission by the Sellerimply that such amount, or otherwise implyhigher or lower amounts, that or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure The inclusion of any matter specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withitem or other item is or is not in the Ordinary Course of Business, or a violation is or is not material for purposes of this Agreement, and no Party shall use the fact of the inclusion of any Legal Requirementsuch item in any dispute or controversy among the Parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are for convenience of reference only and shall is or is not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule Ordinary Course of Business, or is or is not material for purposes of this Agreement.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made disclosures in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect responsive to all and to qualify the representations and warranties of Seller’s representations, warranties and covenants the Company contained in the corresponding Sections in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in and any other Section representations and warranties in this Agreement so long as the relationship between the disclosure and the other representations and warranties is reasonably apparent from the text of such disclosure in such Section of the Disclosure Scheduleapparent. The disclosure inclusion of any matter information in the Disclosure Schedule is shall not to be deemed construed as or constitute an admission by the Selleror agreement that a violation, right of termination, default, liability or otherwise implyother obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such matter information is material for purposes of this Agreementto the Company. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedule (including the listing of items on any Disclosure Schedule although such items may not necessarily be required to be included in such Disclosure Schedule because of the dollar thresholds set forth in this Agreement). Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement. Further, neither the specification of any item or influence matter in any representation, warranty or covenant contained in this Agreement nor the interpretation inclusion of the information contained any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the Ordinary Course for purposes of this Agreement.
Appears in 1 contract
Disclosure Schedule. The schedules, exhibits and the Disclosure Schedule constitutes to this Agreement are a material part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of this Agreement and are intended only to qualify and limit the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether and will not be deemed to expand in any way the scope or not a specific cross-reference is made thereto to the extent that the relevance effect of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section representations, warranties or covenants. Each of the Disclosure Schedule. The disclosure of any matter Parent and Merger Sub hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedule is for informational purposes only, as they do not to be deemed an admission by the Sellerrise above applicable materiality thresholds, or otherwise imply, that such matter is material for purposes they are not outside of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any section or sections of the Disclosure Schedule will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iv) headings in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth have been inserted for informational purposes and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this Agreement; (v) no reference to or disclosure of any item or other matter in the Disclosure Schedule will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (vi) no disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (vii) the inclusion of any matter, information or item in the Disclosure Schedule will not be deemed to constitute an admission of any liability by Company to any third party; and (vii) summaries of or references to any written document in the Disclosure Schedule do not purport to be complete and are qualified in their entirety by the written documents themselves.
Appears in 1 contract
Disclosure Schedule. The disclosures in the Disclosure Schedule constitutes Schedules are to be taken as relating to the representations and warranties of the Company as a part whole, notwithstanding the fact that the Disclosure Schedules are arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section makes reference to a specific section of the Disclosure Schedule shall be deemed to be Schedules and notwithstanding that a disclosure made with respect to all of Seller’s representations, warranties particular representation and covenants contained in this Agreement, regardless of whether or warranty may not make a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure ScheduleSchedules. The disclosure inclusion of any matter information in the Disclosure Schedule is Schedules shall not to be deemed construed as an admission by the Seller, or otherwise imply, that such matter information is material for purposes to any of this Agreementthe Company or its Subsidiaries. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule Schedules is intended to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third partiesimply that such amount, or similar matters higher or statementslower amounts, or the item so included or other items, are intended only to allocate rights and risks among the Parties and or are not intended material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to be admissions against interestswhether any obligation, give rise to any inference item or proof of accuracy, be admissible against any Party by any Person who matter not described herein or included in the Disclosure Schedules is or is not a Partymaterial for purposes of this Agreement. Further, or give rise to any claim or benefit to any Person who is not a Party. In addition, neither the disclosure specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withitem or matter, or a violation other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any Legal Requirementsuch items or matter in any dispute or controversy between the parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are for convenience of reference only and shall Schedules is or is not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or ordinary course of business for purposes of this Agreement.
Appears in 1 contract
Disclosure Schedule. The Disclosure Schedule constitutes a part of Schedules to this Agreement and is incorporated into are arranged in sections corresponding to those contained in this Agreement merely for all purposes convenience, and the disclosure of an item in one section or subsection of such Disclosure Schedules as if fully set forth herein. Any disclosure made in an exception to any Section of the Disclosure Schedule particular representation or warranty shall be deemed to be a disclosure made adequately disclosed as an exception with respect to all other representations or warranties, notwithstanding the presence or absence of Seller’s representations, an appropriate section or subsection of such Disclosure Schedules with respect to such other representations or warranties and covenants contained in this Agreement, regardless of whether or not a specific an appropriate cross-reference is made thereto thereto, in each case to the extent that the relevance relevancy of any such disclosure in any to such other Section representations or warranties is reasonably apparent from on the text face of such disclosure in such Section disclosure. Additionally, for each of the Disclosure Schedule. The disclosure Schedules, the mere inclusion of any matter an item in the such Disclosure Schedule is Schedules as an exception to a representation or warranty shall not to be deemed an admission or acknowledgment, in and of itself and solely by virtue of the Seller, or otherwise implyinclusion of such information in such Disclosure Schedules, that such matter information is material for purposes required to be listed in such Disclosure Schedules or that such item (or any non-disclosed item or information of this Agreement, gives rise to comparable or greater significance) represents a material adverse effect exception or fact, event or circumstance, that such item has had, or is outside the ordinary course of business. Matters reflected in the Disclosure Schedule are not necessarily limited expected to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of result in, a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission Material Adverse Effect that such matter item actually constitutes noncompliance with, or a violation of of, any Legal RequirementLaw, Order, license, permit Governmental Authorization or Contract or other topic to which such disclosure is applicableapplicable or that such item is outside the ordinary course of business consistent with past practice. The headings specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedule Schedules is not intended to imply that such amounts (or higher or lower amounts) are for convenience of reference only or are not material, and no Party shall not be deemed to modify or influence use the interpretation fact of the information contained setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in a Disclosure Schedule is or is not material for purposes of this Agreement. Capitalized terms used in the Disclosure Schedules, unless otherwise defined therein, shall have the meanings assigned to them in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Disclosure Schedule. The Disclosure Schedule constitutes a part shall be arranged in separate sections corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered section relate to and qualify only the particular representation or warranty set forth in the corresponding numbered or lettered Section or subsection of this Agreement Agreement, except to the extent that: (a) such information is cross-referenced in another section of the Disclosure Schedule; or (b) it is reasonably apparent on the face of the disclosure that such information qualifies another representation or warranty in this Agreement. Headings have been inserted on each section of the Disclosure Schedule for convenience of reference only and is incorporated into shall not to any extent have the effect of amending or changing the express terms of this Agreement for all purposes as if fully set forth hereinAgreement. Any disclosure made The inclusion of any information (including dollar amounts) in any Section section of the Disclosure Schedule shall not be deemed to be a disclosure made with respect an admission or acknowledgment by the Company that such information is required to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure be listed in such Section of the Disclosure Schedule. The disclosure of any matter in the Disclosure Schedule is not to be deemed an admission by the Seller, section or otherwise imply, that such matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of businessthe business of the Company, nor shall such information be deemed to establish a standard of materiality (and the actual standard of materiality may be higher or lower than the matters disclosed by such information). Matters In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this the Agreement to be reflected in the Disclosure Schedule. Such Any such additional matters are set forth for informational purposes only and do not necessarily include (and shall not be deemed to include) other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of applicable Legal Requirements or breach of Contract). In disclosing the information in the Disclosure Schedule, neither Seller nor the Company waives any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed thereof. The information contained in the Disclosure Schedule is in all events subject to the Confidentiality Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Public Education Inc)
Disclosure Schedule. The information set forth in each section or subsection in the Disclosure Schedule constitutes a part to this Agreement (the “Disclosure Schedule”) shall be deemed to provide the information contemplated by, or otherwise qualify, the provisions of this Agreement set forth in the corresponding section or subsection of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section other section or subsection of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto if and to the extent that the relevance it could reasonably be concluded that it applies to such other section or subsection of any this Agreement and regardless of whether such disclosure in any other Section section or subsection is reasonably apparent from the text of such disclosure in such Section of qualified by reference to the Disclosure Schedule. The disclosure Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company and shall not be deemed to expand in any way the scope or effect of any matter of such representations or warranties. Certain information set forth in the Disclosure Schedule is included solely for information purposes and may not be required to be deemed an admission by the Seller, or otherwise imply, that such matter is material for purposes of disclosed pursuant to this Agreement, gives rise to a material adverse effect or is outside the ordinary course . The inclusion of business. Matters reflected an item in the Disclosure Schedule are as an exception to a representation or warranty shall not necessarily limited be deemed to matters constitute an acknowledgment that such information is required by this Agreement to be reflected disclosed in connection with the representations or warranties of the Company nor shall such information constitute an admission by any Party that such item constitutes an item, event, circumstance or occurrence that is material to the Company and its Subsidiaries or constitutes a Material Adverse Effect. Disclosure Scheduleof any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred. Such additional matters are set forth for informational purposes Headings, subheadings and do not necessarily include other matters of a similar nature. All references defined terms have been inserted in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed considered a part of or affect the construction or interpretation in the Disclosure Schedule. Where the terms of a contract or other item have been summarized or described in the Disclosure Schedule, such summary or description does not purport to modify or influence the interpretation be a complete statement of the material terms of such contract or other item, and, all such summaries and descriptions are qualified in their entirety by reference to the contract or item being summarized and/or described. The information contained provided in the Disclosure Schedule or is being provided solely for the purpose of making disclosures to Buyer and Merger Sub under this Agreement. In disclosing this information, the Company does not waive, and expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwest Gas Holdings, Inc.)
Disclosure Schedule. The Disclosure Schedule constitutes a part is qualified in its entirety by reference to the specific provisions of this Agreement and is incorporated into this Agreement for all purposes not intended to constitute, and shall not be construed as if fully set forth herein. Any disclosure made in any Section constituting, representations or warranties of the Disclosure Schedule shall be deemed Seller, except as and to be a disclosure made with respect to all the extent provided in this Agreement. The specification of Seller’s representations, any dollar amount in the representations or warranties and covenants (as applicable) contained in this Agreement, regardless of whether Agreement or not a specific cross-reference is made thereto to the extent that the relevance inclusion of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section of the Disclosure Schedule. The disclosure of any matter specific item in the Disclosure Schedule is not intended to imply that such amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be deemed an admission by the Seller, disclosed or otherwise imply, that such matter is material for purposes are within or outside of this Agreement, gives rise to a material adverse effect or is outside the ordinary course of business. Matters reflected , and none of the parties hereto shall use the fact of the setting forth of such amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy with any party as to whether any obligation, item or matter not included in a section of the Disclosure Schedule is or is not required to be disclosed (including whether such amounts or items are not necessarily limited required to matters be disclosed as material) or in the ordinary course of business for the purposes of this Agreement. If any information required by this Agreement to be reflected furnished in any section of the Disclosure Schedule is contained in this Agreement or in any section of the Disclosure Schedule, such information shall be deemed to be included in all sections of the Disclosure Schedule to the extent it is reasonably apparent that such information is applicable to such other section of the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to In no event shall any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of such additional matters be deemed or interpreted to broaden or otherwise amend any matter of the covenants or representations or warranties in this Agreement. The information contained in the Disclosure Schedule is not disclosed solely for purposes of this Agreement, and no information contained therein shall be deemed to be deemed an admission that such by any party thereto to any third party of any matter actually constitutes noncompliance withwhatsoever, or a including of any violation of law or breach of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicableagreement. The headings contained Headings have been inserted in the sections of the Disclosure Schedule are for the convenience of reference only and shall not be deemed to modify no extent have the effect of amending or influence changing the interpretation express description of the information contained sections as set forth in the Disclosure Schedule or this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Hennessy Capital Acquisition Corp.)
Disclosure Schedule. The Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully (a) Any information set forth herein. Any disclosure made in any Section one section of the Disclosure Schedule shall Schedules will be deemed to be a disclosure made with respect apply to all other sections or subsections of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto the Agreement to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of on its face that such disclosure in information is applicable to such Section of the Disclosure Scheduleother section or subsection or if such information is expressly cross-referenced to such other Schedules. The disclosure inclusion of any matter information in the Disclosure Schedule is Schedules shall not to be deemed construed as or constitute an admission by the Selleror agreement that a violation, right of termination, default, liability or otherwise implyother obligation or liability of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such matter information is material for purposes of this Agreementmaterial. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not in the ordinary course of business for purposes of this Agreement. From time to time prior to the Closing, either Owner may revise the Disclosure Schedule to reflect matters arising after the enforceability of agreements with third parties, date hereof which (a) have been consented to or approved by the existence or non-existence of third-party rights, the absence of breaches or defaults by third partiesother Owner in writing, or similar matters (b) otherwise are matters, facts or statementschanges arising between the date of this Agreement and the Closing in a manner that does not breach a covenant under this Agreement. From and after the Closing, are intended only subject to allocate rights and risks among the Parties and are not intended immediately foregoing sentence, references to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any matter in the Disclosure Schedule is not Schedules shall be references to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of any Legal Requirement, Order, license, permit or Contract or other topic to which such disclosure is applicable. The headings contained in the Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedule or this AgreementSchedules as so supplemented, modified and/or updated.
Appears in 1 contract
Disclosure Schedule. The disclosures in the Disclosure Schedule constitutes are to be taken as relating to the other representations and warranties of Seller and the Company to the extent the applicability of such disclosure is reasonably apparent on its face, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a part particular section of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section makes reference to a specific section of the Disclosure Schedule shall be deemed and notwithstanding that a particular representation and warranty may not make a reference to be a disclosure made with respect to all of Seller’s representations, warranties and covenants contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto to the extent that the relevance of any such disclosure in any other Section is reasonably apparent from the text of such disclosure in such Section section of the Disclosure Schedule. The disclosure inclusion of any matter information in the Disclosure Schedule is shall not to be deemed construed as, and shall not constitute, an admission by the Selleror agreement that a violation, right of termination, default, liability or otherwise implyother obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such matter information is material for purposes to any of this AgreementSeller or the Group Companies. In addition, gives rise to a material adverse effect or is outside the ordinary course of business. Matters matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. All references in Neither the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure specifications of any matter dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to be deemed an admission imply that such matter actually constitutes noncompliance withamount, or a violation higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any Legal Requirementsuch amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, Order, license, permit item or Contract matter not described herein or other topic to which such disclosure is applicable. The headings contained included in the Disclosure Schedule are is or is not material for convenience purposes of reference only and shall not be deemed to modify this Agreement. Further, neither the specification of any item or influence matter in any representation, warranty or covenant contained in this Agreement nor the interpretation inclusion of the information contained any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the Ordinary Course of Business for purposes of this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Liberty Latin America Ltd.)
