Common use of Disclosure Generally Clause in Contracts

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 Disclosure Schedules, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, to which the relevance of such information and disclosure is reasonably related. The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement 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,” “Material Adverse Effect,” or any similar 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.

Appears in 3 contracts

Samples: Assignment of Lease and Festival Rights Agreement, Assignment of Lease and Festival Rights (Origo Acquisition Corp), Assignment of Lease and Festival Rights (Hightimes Holding Corp.)

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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 or subsection 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, and qualify, any representation or warranty to Article III hereof as though fully set forth in such Section of the Assignor, as applicable, to Seller Disclosure Schedules for which the relevance applicability of such information and disclosure is reasonably relatedapparent 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 any section the Seller Disclosure Schedules or subsection of the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to or outside the ordinary course of the Assigned RightsAgreement. 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 any other similar qualifier terms 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.

Appears in 3 contracts

Samples: Interest Purchase Agreement, Interest Purchase Agreement (Avnet Inc), Interest Purchase Agreement (Tech Data Corp)

Disclosure Generally. The (a) Any information contained furnished in a section or subsection of the Disclosure 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 Schedules is disclosed solely for purposes of this Agreement, and no information contained herein Schedule (or therein any update thereto) shall not be deemed to be an admission by any Party hereto to any Person (including any other Party) or acknowledgment, in and 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 Disclosure Schedulesitself, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, to which the relevance of such information and disclosure is reasonably related. The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required by the terms hereof to be disclosed by this Agreement or 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 Assigned Rights. Such information date hereof and the dollar thresholds 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 required to be set forth herein and therein or described on the Disclosure Schedule; provided, however, that any such supplements or amendments shall not be used delivered to Buyers as a basis for interpreting soon as practicable and, with respect to any information existing as of the terms “material,” “Material Adverse Effect,” or any similar qualifier in date of this Agreement. In addition, matters reflected in any section or subsection 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 Schedules are not necessarily limited Schedule shall be deemed to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes include only and do not necessarily include other matters that information contained therein on the date 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 exclude all information contained in any way the scope supplement or effect of any of such representations, warranties or covenantsamendment thereto.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)

Disclosure Generally. 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 this Agreement herein or in any of the exhibits or schedules shall be deemed to refer to this entire Agreement, including all exhibits and schedules. Any item or matter required to be disclosed on a particular section of the Disclosure Schedule pursuant to this Agreement shall be deemed to have been disclosed 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 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. The information contained in this Agreement and in the Disclosure Schedules Schedule is disclosed solely for the 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) third party of any matter whatsoever (whatsoever, including of any violation of Law law or breach of Contract)any agreement. Notwithstanding any other provision The Disclosure Schedules have been arranged for purposes of this Agreement or anything convenience in separately titled sections corresponding to the contrary contained in sections of the Disclosure SchedulesAgreement; however, the information and disclosures contained in any each section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, to which the relevance of such incorporate by reference all information and disclosure is reasonably related. The fact that any item of information is disclosed in any other section or subsection of the Disclosure Schedules shall not be construed to mean that if such information disclosure is required to be disclosed by this Agreement or is material to or outside the ordinary course of the Assigned Rightsreasonably apparent. Such information and the dollar thresholds set forth herein and therein shall not be Capitalized terms used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar 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 and not otherwise defined therein shall have the meanings given to qualify and limit the representations, warranties and covenants contained such terms in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenantsAgreement.

Appears in 2 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Inergy L P)

Disclosure Generally. 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 Schedules or Exhibits shall be deemed to refer to this entire Agreement, including all Schedules and Exhibits. The information contained in this Agreement and in the Disclosure Schedules hereto is disclosed solely for the 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) third party of any matter whatsoever (whatsoever, including of any violation of Law or breach of Contract)any agreement. Notwithstanding any other provision of this Agreement or anything to the contrary contained No disclosure in the Disclosure SchedulesSchedule 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 information 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 the Disclosure Schedule and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the disclosures contained set forth in the Disclosure Schedule. The disclosure of any matter in any section or subsection schedule of the Disclosure Schedules shall Schedule will be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, a disclosure by Seller to which the relevance of such information and disclosure is reasonably related. The fact that any item of information is disclosed in any each other section or subsection schedule of the Disclosure Schedules Schedule to which such disclosure’s relevance is reasonably apparent on its face. The listing of any matter on the Disclosure Schedule shall expressly not be construed deemed to mean constitute an admission by such party, or to otherwise imply, that any such information matter is material, is required to be disclosed by such party under this Agreement or is material to falls within relevant minimum thresholds or outside the ordinary course of the Assigned Rights. Such information and the dollar thresholds materiality standards set forth herein and therein shall not be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar 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.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (Boston Beer Co Inc)

Disclosure Generally. 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 Schedules or Exhibits shall be deemed to refer to this entire Agreement, including all Schedules and Exhibits. The information contained in this Agreement and in the Disclosure Schedules hereto is disclosed solely for the 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) third party of any matter whatsoever (whatsoever, including of any violation of Law or breach of Contract)any agreement. Notwithstanding any other provision of this Agreement or anything to the contrary contained No disclosure in the Disclosure SchedulesSchedule 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 information 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 the Disclosure Schedule and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the disclosures contained set forth in the Disclosure Schedule. The disclosure of any matter in any section or subsection schedule of the Disclosure Schedules shall Schedule will be deemed to be disclosed with respect to, and qualify, any representation or warranty of a disclosure by the Assignor, as applicable, Company to which the relevance of such information and disclosure is reasonably related. The fact that any item of information is disclosed in any each other section or subsection schedule of the Disclosure Schedules Schedule to which such disclosure’s relevance is reasonably apparent on its face. The listing of any matter on the Disclosure Schedule shall expressly not be construed deemed to mean constitute an admission by such party, or to otherwise imply, that any such information matter is material, is required to be disclosed by such party under this Agreement or is material to falls within relevant minimum thresholds or outside the ordinary course of the Assigned Rights. Such information and the dollar thresholds materiality standards set forth herein and therein shall not be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar 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.

Appears in 1 contract

Samples: Merger Agreement (Boston Beer Co Inc)

Disclosure Generally. The information contained in this Agreement and in the All Disclosure Schedules is disclosed solely for purposes of this Agreement, attached hereto are incorporated herein 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 expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or anything to the contrary contained in the Disclosure Schedules, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty refer to the specific Section of the Assignor, as applicable, 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 information and disclosure other Section is reasonably relatedapparent from the face of such disclosure. The fact that any item of information is disclosed in any section or subsection of Prior to the Closing, Seller shall have the right to supplement the Disclosure Schedules shall not be construed relating to mean its representations and 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 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 3.01(a) from being satisfied or otherwise permit Purchaser to terminate this Agreement, then Seller will advise Purchaser in writing of such determination at the time that such information Disclosure Schedule Supplement is required delivered to be disclosed by 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 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 one or is material more Disclosure Schedule Supplements, Purchaser shall be deemed to 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 shall be deemed to have waived any and all rights to indemnification pursuant to Article VIII solely with respect to any event, development or outside the ordinary course of the Assigned Rights. Such information and the dollar thresholds set forth herein and therein shall not occurrence described on such Material Supplement that would reasonably be used as expected to have a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (EQM Midstream Partners, LP)

Disclosure Generally. The information Notwithstanding anything to the contrary contained in the Disclosure Schedules, this Agreement or the Ancillary Agreements, the information and disclosures contained 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 party hereto to any Person (including any other Partyparty hereto) 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 Disclosure Schedules, this Agreement or the Ancillary Agreements, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, Seller to which the relevance of such information and disclosure is reasonably relatedapparent from a plain reading thereof. The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to or outside the ordinary course of the Assigned RightsBusiness. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar 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 corresponding to Article III and Article V of this Agreement are intended only to qualify and limit the representations, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ingevity Corp)

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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 Disclosure Schedules, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, Sellers to which the relevance of such information and disclosure is reasonably relatedapparent on its face. The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to or outside the ordinary course of the Assigned RightsBusiness. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oatly Group AB)

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 Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Disclosure Schedules shall be deemed to qualify the numerically corresponding Section of Article III or Article IV, as applicable, and also shall be deemed disclosed and 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 the prior sentence; provided, however, that, notwithstanding the foregoing, the information and disclosures contained in Section 9.9 of the Disclosure Schedules shall be deemed to qualify each of the representations and warranties contained in any Section of Article III or Article IV, as applicable, including any Section not containing a reference to a numerically corresponding Section of the Disclosure Schedules, to which such information or disclosure is applicable so long as the applicability of such information and disclosure to such Section(s) is reasonably apparent from reading such disclosure; provided, further, that the preceding proviso shall not apply in respect of the 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 contained in this Agreement and set forth in the Disclosure Schedules is disclosed solely for the purposes of this Agreement, and no information contained herein or set forth therein shall be deemed to be an admission by any Party party hereto to any Person (including any other Party) third party of any matter whatsoever (whatsoever, including of any violation of Law or breach of Contract)any agreement. Notwithstanding The specification of any other provision dollar amount or the inclusion of this Agreement or anything to any item in the contrary representations and warranties contained in this Agreement, the 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 (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, the information and disclosures contained or exhibits in any section dispute or subsection of controversy between the parties hereto as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules shall be deemed to be disclosed with respect toSchedules, and qualify, any representation or warranty of the Assignor, as applicable, to which the relevance of such information and disclosure exhibits is reasonably related. The fact that any item of information or is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement (including whether the amount or items are required to be disclosed as material or threatened) or is material to within 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 Ordinary Course of Business for interpreting the terms “material,” “Material Adverse Effect,” or any similar qualifier in purposes of 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 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 Disclosure Schedules and the information and disclosures contained Nothing in the Disclosure Schedules are is intended only to qualify and limit broaden the representations, warranties and covenants 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 deemed 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 expand in imply that Seller is making any way the scope representation or effect warranty as of any of such representations, warranties or covenantsdate other than as otherwise set forth herein.

Appears in 1 contract

Samples: Equity Purchase Agreement (Laureate Education, Inc.)

Disclosure Generally. The disclosure of any matter in any Section of this Agreement shall be deemed to be a disclosure for all purposes of this Agreement. The disclosure of any matter in any of the Company Disclosure Schedules shall be deemed to be a disclosure against each and every other applicable schedule of the Company Disclosure Schedules whether or not an explicit cross-reference appears; provided that the relevance of such disclosure to such other schedule is reasonably apparent on the face thereof. No reference to or disclosure of any item or other matter in the Company Disclosure Schedules shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedules. The information contained in this Agreement and set forth in the Company Disclosure Schedules is disclosed solely for the purposes of this Agreement, and no information contained herein or set forth therein shall be deemed to be an admission by any Party party hereto to any Person (including any other Party) third party of any matter whatsoever (whatsoever, including any violation of any Law or breach of any Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the The Company Disclosure Schedules, Schedules and the information and disclosures contained in any section or subsection therein are intended only to qualify and limit the representations, warranties, covenants and agreements of the Company. Nothing in the Company Disclosure Schedules shall be deemed is intended to be disclosed with respect to, and qualify, broaden the scope of any representation or warranty of the Assignor, as applicable, to which the relevance of such information and disclosure is reasonably related. The fact that any item of information is disclosed contained in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to create any covenant or outside the ordinary course of the Assigned Rightsagreement. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” “Material Adverse Effect,” or any similar qualifier in this Agreement. In addition, matters Matters reflected in any section or subsection of 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 and the dollar thresholds set forth in the Company 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 used as a basis for interpreting the terms “material” or “Company Material Adverse Effect” or other similar terms in any way the scope or effect of any of such representations, warranties or covenantsthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (McGraw Hill Financial Inc)

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 Disclosure Schedules, the information and disclosures contained in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to, and qualify, any representation or warranty of the Assignor, as applicable, Sellers to which the relevance of such information and disclosure is reasonably relatedapparent from a reading of such disclosures (without reference to extrinsic documentation (including any document incorporated by reference therein)). The fact that any item of information is disclosed in any section or subsection of the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement or is material to or outside the ordinary course of the Assigned RightsP&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,” “Material Adverse Effect,” or any similar 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, representations or 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 representations or covenantswarranties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Apron Holdings, Inc.)

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