Common use of Construction and Disclosure Clause in Contracts

Construction and Disclosure. Each Buyer, on the one hand, and each Seller, on the other hand, confirms that it and its respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business. The information contained in this Agreement and in the Schedules hereto 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 any violation of law or breach of contract). The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants of Sellers contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller 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 therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed on all other Schedules to the extent its relevance is reasonably apparent on its face. Capitalized terms used in the Schedules and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to each and every provision of this Agreement.

Construction and Disclosure. Each Buyer, on the one hand, Buyer and Sellers each Seller, on the other hand, confirms acknowledge and agree that it they and its their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Disclosure Schedules hereto 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 any violation of law Legal Requirements or breach of contract). The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants of Sellers contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller 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 therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed disclosure on all other Schedules to the extent its relevance another Schedule if it is reasonably apparent on from the fact of such disclosure that the disclosed contract, event, fact, circumstance or other matter relates to the representations or warranties covered by such other Schedule. If there is any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules (other than an exception set forth in the Disclosure Schedules and reasonably apparent from its facecontent), the statements in the body of this Agreement will control. The mere listing (or inclusion of a copy) of a document or other item in a Disclosure Schedule will not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless (a) the representation or warranty only pertains to the existence of the document or other item itself or (b) the exception would be readily apparent to a reasonable buyer that reviewed the representation or warranty and the referenced document or other item. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to in the performance of each and every provision of this Agreementthe parties’ respective obligations contained herein.

Construction and Disclosure. Each Buyer, on the one hand, Buyer and Seller each Seller, on the other hand, confirms acknowledge and agree that it they and its their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Disclosure Schedules hereto 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 any violation of law Legal Requirements or breach of contract). The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants of Sellers contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller 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 therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed disclosure on all other Schedules to the extent its relevance another Schedule if it is reasonably apparent on its facefrom the face of such disclosure that the disclosed contract, event, fact, circumstance or other matter relates to the representations or warranties covered by such other Schedule. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to in the performance of each and every provision of this Agreementthe parties’ respective obligations contained herein.

Construction and Disclosure. Each Buyer, on the one hand, and each Seller, on the other hand, Party confirms that it and its respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties heretoParties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business. No Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in this Agreement or the Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Schedules hereto 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 Party to any third party of any matter whatsoever (including any violation of law or breach of contract). The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants of Sellers Seller contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller waives does not waive any attorney-client privilege associated with such information or any protection afforded by the work‑product work-product doctrine with respect to any of the matters disclosed or discussed therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed on all other Schedules to the extent its relevance is reasonably readily apparent on its facethe face of the disclosure. Capitalized terms used in the Schedules and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to each and every provision of this Agreement.

Construction and Disclosure. Each Buyer, on the one hand, Buyer and Sellers each Seller, on the other hand, confirms acknowledge and agree that it they and its their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties heretoParties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Disclosure Schedules hereto 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 Party to any third party of any matter whatsoever (including any violation of law Legal Requirements or breach of contract). The If there is any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules (other than an exception set forth as in the Disclosure Schedules and reasonably apparent from its content), the information and disclosures contained therein are intended only statements in the body of this Agreement will control. The listing (or inclusion of a copy) of a document or other item in a Disclosure Schedules will be deemed adequate to qualify and limit the representations, warranties disclose an exception to a representation or covenants of Sellers contained warranty made in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller 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 therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed on all other Schedules to the extent its relevance is that (a) the representation or warranty only pertains to the existence of the document or other item itself or (b) the exception would be reasonably apparent to apply to such representation or warranty based on its faceinclusion in the Disclosure Schedules. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to in the performance of each and every provision of this Agreementthe parties’ respective obligations contained herein.

Construction and Disclosure. Each Buyerof the Purchaser, on the one hand, Seller and each Seller, on the other hand, Acquired Company confirms that it its and its respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties heretoparties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course Ordinary Course of businessBusiness, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the Ordinary Course of Business for purposes of this Agreement. The information contained in this Agreement and in the Schedules hereto 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 any violation of law or breach of contract). The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or and covenants of Sellers the Acquired Company and the Seller contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller neither the Seller, nor the Acquired Company waives any attorney-client privilege associated with such information or any protection afforded by the work‑product work-product doctrine with respect to any of the matters disclosed or discussed therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed on all other Schedules to the extent its relevance is reasonably apparent on its faceapparent. Capitalized terms used in the Schedules and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to in the performance of each and every provision of this Agreementthe parties' respective obligations contained herein.

Construction and Disclosure. (a) Each Buyer, on the one hand, and each Seller, on the other hand, confirms that it and its respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties heretoParties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. . (b) The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules 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 disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business. No Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in this Agreement or the Schedules in any dispute or controversy between or among the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Schedules hereto 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 Party to any third party of any matter whatsoever (including any violation of law or breach of contract). The Schedules Schedules, Annexes and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants covenants, as applicable, of Sellers contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. In disclosing the information in the Schedules, no Seller waives Sellers do not waive any attorney-client privilege associated with such information or any protection afforded by the work‑product work-product doctrine with respect to any of the matters disclosed or discussed therein. The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules. Disclosure of an item on one Schedule shall be deemed disclosed on all other Schedules to the extent its relevance is reasonably apparent on its faceapparent. Capitalized terms used in the Schedules or Annexes and not otherwise defined therein have the meanings given to them in this Agreement. Time is of the essence with respect to in the performance of each and every provision of this Agreementthe Parties’ respective obligations contained herein.