Common use of Disclosure Generally Clause in Contracts

Disclosure Generally. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. The information contained in this Agreement and in the Disclosure Schedules 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 Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to the corresponding Section in this Agreement; providedto, howeverand qualify, the information and disclosures contained in (i) any Section representation or warranty of the Seller Disclosure Schedules with respect Assignor, as applicable, to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of which the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facerelated. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the Assigned Rights. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The Disclosure Schedules and the information and disclosures contained in the Disclosure Schedules are intended only to qualify and limit the representations, warranties and covenants 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.

Disclosure Generally. Notwithstanding anything All exhibits and schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules this Agreement herein or in any of the exhibits or schedules shall be deemed to refer to this entire Agreement, the information including all exhibits and disclosures contained in any Section schedules. Any item or matter required to be disclosed on a particular section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Schedule pursuant to this Agreement shall be deemed to have been disclosed and provided only if information for such item or matter complying with such disclosure requirements is set forth on another section of the Disclosure Schedule under this Agreement if such disclosure with respect to such first section is reasonably apparent. The specification of any dollar amount in the corresponding Section representations and warranties contained in this Agreement or the inclusion of any specific item in the schedules 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 required to be disclosed or are within or outside of the ordinary course of business, and neither Party shall use the fact of the setting forth of such amounts or the fact of the inclusion of any such item in the schedules in any dispute or controversy with any Party as to whether any obligation, item or matter not described herein or included in a schedule hereto is or is not required to be disclosed (including, without limitation, whether such amounts or items are required to be disclosed as material) or in the ordinary course of business for the purposes of this Agreement; provided, however, the . The information and disclosures contained in (i) any Section the Disclosure Schedule is disclosed solely for the purposes of the Seller Disclosure Schedules with respect to Article III hereof this Agreement, and no information contained therein shall be deemed to be disclosed and incorporated an admission by reference any Party to any third party of any matter whatsoever, including of any violation of law or breach of any agreement. The Disclosure Schedules have been arranged for purposes of convenience in any other Section separately titled sections corresponding to the sections of the Seller Agreement; however, each section of the Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated incorporate by reference all information disclosed in any other Section section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in if such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its faceapparent. The fact that any item of information is disclosed Capitalized terms used in the Seller Disclosure Schedules or and not otherwise defined therein shall have the Buyer Disclosure Schedules shall not be construed meanings given to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. Notwithstanding anything to the contrary contained (a) Any information furnished in the Seller Disclosure Schedules, the Buyer Disclosure Schedules a section or in this Agreement, the information and disclosures contained in any Section subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Schedule shall be deemed to modify only those representations and warranties of Seller made in the identically numbered section or subsection of this Agreement and in any other section or subsection of this Agreement to the extent the relevance or applicability of such furnished information to such other section or subsection is reasonably apparent on the face of such disclosure (without reference to the underlying documentation and without the need for investigation or inquiry by Buyers) that such disclosure is applicable to such other section or sub-section. The inclusion of any information in the Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business, has resulted in or would result in a Business Material Adverse Effect, or is outside the ordinary course of business. (b) Seller may submit to Buyers, from time to time between the date hereof and the Closing Date, written updates to the Disclosure Schedule disclosing any events or developments that occur or any information discovered between the date of this Agreement and the Closing Date which, if existing or known at the date of this Agreement would have been disclosed and provided only with respect required to be set forth or described on the corresponding Section in this AgreementDisclosure Schedule; provided, however, the information and disclosures contained in (i) that any Section of the Seller Disclosure Schedules such supplements or amendments shall be delivered to Buyers as soon as practicable and, with respect to Article III hereof any information existing as of the date of this Agreement, in any event no later than five (5) Business Days before the Closing Date. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Section 5.1 have been fulfilled, the Disclosure Schedule shall be deemed to be disclosed include only that information contained therein on the date of this Agreement and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference exclude all information contained in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in the Seller Disclosure Schedules supplement or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreementamendment thereto.

Disclosure Generally. Notwithstanding anything All schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the contrary contained schedules shall be deemed to refer to this entire Agreement, including all schedules. Except as otherwise provided in the Seller Company Disclosure Schedules, all capitalized terms therein shall have the Buyer meanings assigned to them in this Agreement. Matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. Except where required by a particular representation or warranty in this Agreement, (a) no disclosure made in the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Company Disclosure Schedules shall be deemed to have been constitute an admission or determination that any fact or matter so disclosed and provided only with respect to the corresponding Section is material, has a Material Adverse Effect, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed, and (b) no Person shall use the fact of the setting of an amount or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material, has a Material Adverse Effect or meets any other threshold for purposes of this Agreement. Any reference to a section or subsection in the Company Disclosure Schedules refers to that section or subsection of this Agreement, unless the context requires otherwise; provided, however, the information and disclosures contained that a particular matter disclosed in (i) any Section section or subsection of the Seller Company Disclosure Schedules with respect that is reasonably apparent from a facial reading of such disclosure to Article III hereof qualify another section or subsection of this Agreement shall also be deemed to be disclosed and incorporated by reference in any qualify such other Section section or subsection of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and No disclosure in the dollar thresholds set forth herein Company Disclosure Schedules relating to any possible breach or violation of any agreement, Law or regulation shall not be used construed as an admission or indication against interest to a basis for interpreting the terms “material” third party that any such breach or “Material Adverse Effect” violation exists or other similar terms in this Agreementhas actually occurred.

Disclosure Generally. All schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the schedules shall be deemed to refer to this entire Agreement, including all schedules. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Company Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Company Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Company Disclosure Schedules with respect to Schedule or representation or warranty contained in Article III hereof III, as applicable, as though fully set forth in such Section of the Seller Disclosure Schedules Schedule or representation or warranty for which applicability of such information and disclosure is reasonably apparent on its face notwithstanding the absence of a cross reference contained therein. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Company Disclosure Schedules or 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 disclosed (iiincluding whether such amounts or items are required to be disclosed as material or threatened) any Section or are within or outside of the Buyer 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, the Company Disclosure Schedules with respect or exhibits in any dispute or controversy between the parties hereto as to Article IV hereof whether any obligation, item or matter not set forth or included in this Agreement, the Company Disclosure Schedules 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 is within or outside of the Ordinary Course of Business for purposes of this Agreement. In addition, matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Company Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be disclosed and incorporated an admission by reference any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Nothing in any other Section of the Buyer Company Disclosure Schedules with respect is intended to Article IV hereof as though fully set forth broaden the scope of any representation or warranty contained in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that this Agreement or create any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreementcovenant. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. The information contained in this Agreement and in the Disclosure Schedules 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 Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to, and qualify, any representation or warranty of Sellers to which the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face and from a reading of such disclosures (ii) without reference to extrinsic documentation (including any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and document incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facetherein)). The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the P&F Business. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The Disclosure Schedules are intended only to qualify and limit the representations or warranties contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations or warranties.

Disclosure Generally. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, this Agreement or the Buyer Ancillary Agreements, the information and disclosures contained in the Disclosure Schedules or in is disclosed solely for purposes of this Agreement, and no information contained therein shall be deemed to be an admission by any party hereto to any Person (including any other party hereto) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding anything to the contrary contained in the Disclosure Schedules, this Agreement or the Ancillary Agreements, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to the corresponding Section in this Agreement; providedto, howeverand qualify, the information and disclosures contained in (i) any Section representation or warranty of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of which the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facefrom a plain reading thereof. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the Business. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information and disclosures contained in the Disclosure Schedules corresponding to Article III and Article V of this Agreement are intended only to qualify and limit the representations and warranties contained in Article III of this Agreement and the covenants contained in Article V of this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants.

Disclosure Generally. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer All Disclosure Schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to refer to the specific Section of this Agreement to which such Disclosure Schedule relates and each other Section of this Agreement (whether or not specific cross-references are made) to the extent that the relevance of the information to such other Section is reasonably apparent from the face of such disclosure. Prior to the Closing, Seller shall have been disclosed the right to supplement the Disclosure Schedules relating to its representations and provided only warranties set forth in Article IV (including, in each case, by Seller adding Disclosure Schedules that are responsive to the representations and warranties in question) with respect to any matters discovered by Seller or occurring subsequent to the corresponding execution hereof, by delivering to Purchaser a schedule of changes (each, a “Disclosure Schedule Supplement”) to such Disclosure Schedules. To the extent that Seller determines that any such event, development or occurrence that is the subject of a Disclosure Schedule Supplement constitutes or relates to something that (either individually or in the aggregate with all or any other predecessor Disclosure Schedule Supplement) would prevent the condition to closing set forth in Section in 3.01(a) from being satisfied or otherwise permit Purchaser to terminate this Agreement; provided, howeverthen Seller will advise Purchaser in writing of such determination at the time that such Disclosure Schedule Supplement is delivered to Purchaser (any Disclosure Schedule Supplement in which Seller provides Purchaser written notice of such determination, a “Material Supplement”). Upon Purchaser’s receipt of any Material Supplement, Purchaser shall have ten (10) Business Days within which to elect to exercise the information and disclosures contained in (i) any right to terminate this Agreement pursuant to Section 9.01(b). If Purchaser does not elect to terminate this Agreement pursuant to the preceding sentence notwithstanding the delivery of the Seller one or more Disclosure Schedules with respect to Article III hereof Schedule Supplements, Purchaser shall be deemed to be disclosed have waived the matters relating to such Disclosure Schedule Supplement in regard to Purchaser’s obligation to close the transactions contemplated hereunder pursuant to Section 3.01(a) and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed have waived any and incorporated by reference in any other Section of the Buyer Disclosure Schedules all rights to indemnification pursuant to Article VIII solely with respect to Article IV hereof as though fully set forth in any event, development or occurrence described on such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is Material Supplement that would reasonably apparent on its face. The fact that any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed expected to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein shall not be used as have a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. Notwithstanding anything All Schedules and Exhibits attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Exhibits shall be deemed to have been refer to this entire Agreement, including all Schedules and Exhibits. The information contained in the Schedules hereto is disclosed and provided only with respect to solely for the corresponding Section in purposes of this Agreement; provided, however, the and no information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof therein shall be deemed to be disclosed and incorporated an admission by any Party to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. No disclosure in the Disclosure Schedule or any Schedule provided by Purchaser relating to a possible breach or violation of any Contract, Law or order of any Governmental Entity will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule or any Schedule provided by Purchaser that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in any other Section of the Seller Disclosure Schedules with respect Schedule and not otherwise defined therein has the meaning given to Article III hereof as though fully such term in this Agreement. Any headings set forth in such Section the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the Seller disclosures set forth in the Disclosure Schedules for which applicability Schedule. The disclosure of such information and disclosure is reasonably apparent on its face and (ii) any Section matter in any section or schedule of the Buyer Disclosure Schedules with respect to Article IV hereof shall Schedule will be deemed to be disclosed and incorporated a disclosure by reference in any Seller to each other Section section or schedule of the Buyer Disclosure Schedules with respect Schedule to Article IV hereof as though fully set forth in which such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure disclosure’s relevance is reasonably apparent on its face. The fact listing of any matter on the Disclosure Schedule shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any item of information such matter is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information material, is required to be disclosed by such party under this Agreement. Such information and the dollar Agreement or falls within relevant minimum thresholds or materiality standards set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. The information contained in this Agreement and in the Disclosure Schedules 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 Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to, and qualify, any representation or warranty of Sellers to which the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the Business. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The Disclosure Schedules and the information and disclosures contained in the Disclosure Schedules are intended only to qualify and limit the representations, warranties and covenants 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.

Disclosure Generally. All schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the schedules shall be deemed to refer to this entire Agreement, including all schedules. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Schedule or representation or warranty contained in Article III hereof IV or Article V, as applicable, as though fully set forth in such Section Disclosure Schedule or representation or warranty, provided that the disclosing party has acted in good faith by attempting to provide cross-references where applicable and, in the absence of any such cross references, the applicability of the Seller information to such other sections of these Disclosure Schedules for which applicability is readily apparent on the face of such information disclosure that a reasonable person would conclude that it applies to such other section, notwithstanding the absence of a cross reference contained therein. The specification of any dollar amount or the inclusion of any item in the representations and disclosure warranties contained in this Agreement, the Disclosure Schedules or exhibits is reasonably apparent on its face and 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 (iiincluding whether such amounts or items are required to be disclosed as material or threatened) any Section or are within or outside of the Buyer ordinary course of business consistent with past practice, 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, the Disclosure Schedules or exhibits in any dispute or controversy between the parties hereto as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules 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 is within or outside of the ordinary course of business consistent with respect past practice for purposes of this Agreement. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to Article IV hereof matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be disclosed and incorporated an admission by reference any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Nothing in any other Section of the Buyer Disclosure Schedules with respect is intended to Article IV hereof as though fully set forth broaden the scope of any representation or warranty contained in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that this Agreement or create any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreementcovenant. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. Notwithstanding anything All Schedules and Exhibits attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Exhibits shall be deemed to have been refer to this entire Agreement, including all Schedules and Exhibits. The information contained in the Schedules hereto is disclosed and provided only with respect to solely for the corresponding Section in purposes of this Agreement; provided, however, the and no information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof therein shall be deemed to be disclosed and incorporated an admission by any Party to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. No disclosure in the Disclosure Schedule or any Schedule provided by the Purchaser relating to a possible breach or violation of any Contract, Law or order of any Governmental Entity will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule or any Schedule provided by Purchaser that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in any other Section of the Seller Disclosure Schedules with respect Schedule and not otherwise defined therein has the meaning given to Article III hereof as though fully such term in this Agreement. Any headings set forth in such Section the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the Seller disclosures set forth in the Disclosure Schedules for which applicability Schedule. The disclosure of such information and disclosure is reasonably apparent on its face and (ii) any Section matter in any section or schedule of the Buyer Disclosure Schedules with respect to Article IV hereof shall Schedule will be deemed to be disclosed and incorporated a disclosure by reference in any the Company to each other Section section or schedule of the Buyer Disclosure Schedules with respect Schedule to Article IV hereof as though fully set forth in which such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure disclosure’s relevance is reasonably apparent on its face. The fact listing of any matter on the Disclosure Schedule shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any item of information such matter is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information material, is required to be disclosed by such party under this Agreement. Such information and the dollar Agreement or falls within relevant minimum thresholds or materiality standards set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. All schedules attached hereto (including the Disclosure Schedules) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the schedules shall be deemed to refer to this entire Agreement, including all schedules. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been qualify the numerically corresponding Section of Article III or Article IV, as applicable, and also shall be deemed disclosed and provided only with respect incorporated by reference in such other Section(s) of the Disclosure Schedules that are referenced herein to which such information or disclosure is applicable so long as the applicability of such information and disclosure to such other referenced Section(s) is reasonably apparent from reading such disclosure notwithstanding the absence of a cross reference contained therein. For the avoidance of doubt, any of the representations and warranties contained in any Section of Article III or Article IV, as applicable, that are made without a reference to a numerically corresponding Section of the Disclosure Schedules shall not be subject to any of the deemed cross-referencing referred to in this Agreementthe prior sentence; provided, however, that, notwithstanding the foregoing, the information and disclosures contained in (i) any Section 9.9 of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed qualify each of the representations and incorporated by reference warranties contained in any other Section of Article III or Article IV, as applicable, including any Section not containing a reference to a numerically corresponding Section of the Seller Disclosure Schedules with respect Schedules, to Article III hereof which such information or disclosure is applicable so long as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure to such Section(s) is reasonably apparent on its face and (ii) any Section from reading such disclosure; provided, further, that the preceding proviso shall not apply in respect of the Buyer representations and warranties contained in the first sentence of Section 3.6 (which representations and warranties are made without any qualification or other exception). The information set forth in the Disclosure Schedules with respect to Article IV hereof is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be disclosed and incorporated an admission by reference in any other Section party hereto to any third party of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section any matter whatsoever, including of the Buyer Disclosure Schedules for which applicability any violation of such information and disclosure is reasonably apparent on its faceLaw or breach of any agreement. The fact that specification of any dollar amount or the inclusion of any item of information is disclosed in the Seller representations and warranties contained in this Agreement, the Disclosure Schedules or exhibits is not intended to imply that the Buyer Disclosure Schedules shall amounts, or higher or lower amounts, or the items so included, or other items, are or are not be construed to mean that such information is 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, the Disclosure Schedules, or exhibits in any dispute or controversy between the parties hereto as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules, 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 is within or outside of the Ordinary Course of Business for purposes of this Agreement. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this AgreementAgreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Nothing in the Disclosure Schedules 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 basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement. Nothing in this Agreement, including this Section 9.9, shall be interpreted or construed to imply that Seller is making any representation or warranty as of any date other than as otherwise set forth herein.