Common use of Construction and Disclosure Clause in Contracts

Construction and Disclosure. Buyer, Sellers, the Company and the Sellers' Representative each acknowledge and agree that they and 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 will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will 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 will 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 is disclosed solely for purposes of this Agreement, and no information contained herein or therein will 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 disclosure of information in any of the Schedules is deemed to be a disclosure in each other Schedule to the extent reasonably apparent from the face of such disclosure or as identified by a specific cross-reference to such disclosure in such other Schedule. Descriptions or terms of contracts, agreements, and other documents disclosed in the Schedules are summaries only and are qualified in their entirety by the specific terms of such contracts, agreements, and other documents. 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 in the performance of each of the parties' respective obligations contained herein.

Construction and Disclosure. Buyer, Sellers, the Company Buyer and the Sellers' Representative Seller each acknowledge and agree that they and their respective counsel have reviewed, negotiated, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement will shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will 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 will 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 will 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 Disclosure of an item on one Schedule shall be deemed disclosure of information in any of the Schedules on another Schedule if it is deemed to be a disclosure in each other Schedule to the extent reasonably apparent from the face of such disclosure that the disclosed contract, event, fact, circumstance or as identified other matter relates to the representations or warranties covered by a specific cross-reference to such disclosure in such other Schedule. Descriptions or terms of contracts, agreements, and other documents disclosed in the Schedules are summaries only and are qualified in their entirety by the specific terms of such contracts, agreements, and other documents. 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 in the performance of each of the parties' ’ respective obligations contained herein.

Construction and Disclosure. Buyer, SellersSeller, and the Company and the Sellers' Representative each acknowledge and agree that they and 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 will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will 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 will 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 will 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 Disclosure of an item on one Schedule will be deemed disclosure of information in any of the Schedules is deemed to be on another Schedule if (i) a disclosure in each other Schedule to the extent reasonably apparent from the face of such disclosure or as identified by a specific cross-cross reference to such disclosure in other Schedule is made or (ii) it is readily apparent that the disclosed contract, event, fact, circumstance or other matter relates to the representations or warranties covered by such other Schedule. Descriptions or terms of contracts, agreements, and other documents disclosed in the Schedules are summaries only and are qualified in their entirety by the specific terms of such contracts, agreements, and other documents. 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 in the performance of each of the parties' ’ respective obligations contained herein.

Construction and Disclosure. Buyer, Sellers, the Company Buyer and the Sellers' Representative Sellers each acknowledge and agree that they and their respective counsel have reviewed, negotiated, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement will shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will 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 will 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 will 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 Disclosure of an item on one Schedule shall be deemed disclosure of information in any of the Schedules on another Schedule if it is deemed to be a disclosure in each other Schedule to the extent reasonably apparent from the face fact of such disclosure that the disclosed contract, event, fact, circumstance or as identified other matter relates to the representations or warranties covered by a specific cross-reference to such disclosure in such other Schedule. Descriptions or terms of contracts, agreements, and other documents disclosed If there is any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules are summaries (other than an exception set forth in the Disclosure Schedules and reasonably apparent from its content), 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 are qualified in their entirety by the specific terms of such contracts, agreements, and referenced document or other documentsitem. 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 in the performance of each of the parties' ’ respective obligations contained herein.

Construction and Disclosure. Buyer, Sellers, the Company and the Sellers' ’ Representative each acknowledge and agree that they and their respective counsel have reviewed, negotiated, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement will shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will 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 will 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 will 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 Disclosure of an item on one Schedule shall be deemed disclosure of information in any of the Schedules is deemed to be on another Schedule if (i) a disclosure in each other Schedule to the extent reasonably apparent from the face of such disclosure or as identified by a specific cross-cross reference to such disclosure in other Schedule is made or (ii) it is readily apparent that the disclosed contract, event, fact, circumstance or other matter relates to the representations or warranties covered by such other Schedule. Descriptions or terms of contracts, agreements, and other documents disclosed in the Schedules are summaries only and are qualified in their entirety by the specific terms of such contracts, agreements, and other documents. 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 in the performance of each of the parties' ’ respective obligations contained herein.

Construction and Disclosure. Buyer, Sellers, the Company and the Sellers' Representative each acknowledge and agree that they and their respective counsel have reviewed, negotiated, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will 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 will 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 will 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 Disclosure of an item on one Schedule will be deemed disclosure of information in any of the Schedules is deemed to be on another Schedule if (i) a disclosure in each other Schedule to the extent reasonably apparent from the face of such disclosure or as identified by a specific cross-cross reference to such disclosure in other Schedule is made or (ii) it is readily apparent that the disclosed contract, event, fact, circumstance or other matter relates to the representations or warranties covered by such other Schedule. Descriptions or terms of contracts, agreements, and other documents disclosed in the Schedules are summaries only and are qualified in their entirety by the specific terms of such contracts, agreements, and other documents. 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 in the performance of each of the parties' respective obligations contained herein.