Disclosure Letter and Exhibits. The Disclosure Letter and Exhibits, if any, referenced in this Agreement constitute an integral part of this Agreement as if fully rewritten herein. Notwithstanding anything to the contrary contained in this Agreement or in any of the sections of the Disclosure Letter, any information disclosed in one section of the Disclosure Letter shall be deemed to be disclosed in such other sections of the Disclosure Letter and applicable to such other representations and warranties to the extent that the disclosure is reasonably apparent from its face to be applicable to such other section of the Disclosure Letter and such other representations and warranties. Disclosure of any fact or item in any section of the Disclosure Letter shall not be deemed to constitute an admission that such item or fact is material for the purposes of this Agreement. All references in this document to “this Agreement” and the terms “herein,” “hereof,” “hereunder” and the like shall be deemed to include all of such sections of the Disclosure Letter and Exhibits.
Disclosure Letter and Exhibits. The Disclosure Letter and Exhibits, if any, referenced in this Agreement constitute an integral part of this Agreement as if fully rewritten herein. Any information disclosed in one section of Article 3 of the Disclosure Letter shall be deemed to be disclosed in other sections of Article 3 of the Disclosure Letter (other than Section 3.5(a)) and applicable to such other representations and warranties to the extent that the disclosure is reasonably apparent from a reading of such information disclosed (without reference to the underlying documents) to be applicable to such other section or subsection of the Disclosure Letter and such other representations and warranties. Any disclosures in the Disclosure Letter that refer to a document are qualified in their entirety by reference to the text of such document as expressly described, provided that such document has been Made Available to Parent. The Disclosure Letter may include items and information that are not “material” relative to the entire business of the Company, taken as a whole, and such inclusion shall not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or to further define the meaning of such term for purposes of this Agreement or otherwise. All references in this document to “this Agreement” and the terms “herein,” “hereof,” “hereunder” and the like shall be deemed to include all of such sections of the Disclosure Letter and Exhibits.
Disclosure Letter and Exhibits. The Company Disclosure Letter, the Company Members Disclosure Letter and the Iconic Disclosure Letter shall each be arranged in separate parts corresponding to the numbered and lettered sections and subsections in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular provision set forth in the corresponding numbered or lettered Section or subsection of this Agreement, except to the extent that: (a) such information is cross-referenced in another part of the Company Disclosure Letter, the Company Members Disclosure Letter or the Iconic Disclosure Letter, as applicable; or (b) it is reasonably apparent on the face of the disclosure (without reference to any document referred to therein or any independent knowledge on the part of the reader regarding the matter disclosed) that such information qualifies another provision in this Agreement. The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Disclosure Letter, the Company Members Disclosure Letter and the Iconic Disclosure Letter is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Disclosure Letter, the Company Members Disclosure Letter or the Iconic Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in Company Disclosure Letter, the Company Members Disclosure Letter or the Iconic Disclosure Letter is or is not material for purposes of this Agreement. The inclusion of any item in the Company Disclosure Letter, the Company Members Disclosure Letter or the Iconic Disclosure Letter shall not be deemed to constitute an acknowledgment by the Company, Company Members or Iconic, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a) an admission of any breach or violation of any Contract or Legal Requirement, (b) an admission of any liability or obligation to any third party, or (c) to establish a standard of materiality. The disclosure of any items or information that is not required by this Agreement to be so included is solely for informational purposes and the convenience of Iconic, the ...
Disclosure Letter and Exhibits. (a) The information in the Disclosure Letter constitutes (i) exceptions to particular representations, warranties, covenants and obligations of Sellers and Design Partners as set forth in this Agreement or (ii) descriptions or lists of assets and liabilities and other items referred to in this Agreement. If there is any inconsistency between the statements in this Agreement and those in the Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter with respect to a specifically identified representation or warranty), the statements in this Agreement will control.
(b) From time to time prior to the Closing Date, Sellers will promptly supplement or amend the Disclosure Letter (i) if any matter arises hereafter which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Letter, or (ii) if it becomes necessary to correct any information in the Disclosure Letter which has become inaccurate; provided, however, that no such supplement or amendment to the Disclosure Letter shall be considered in determining satisfaction of the conditions set forth in Section 7 of this Agreement. If on the date on which this Agreement is executed by all parties hereto any Part of the Disclosure Letter has not been completed, then such Part shall be completed as promptly as commercially practical and such completed Part shall be treated as a supplement or amendment to the Disclosure Letter. Notwithstanding the foregoing, if such supplemental or amended disclosure (i) does not constitute a Material Adverse Effect, or (ii) such item is a Retained Liability, then Buyer shall not rely upon any such item as a basis to claim a condition in Section 7 has not been satisfied.
(c) If on the date on which this Agreement is executed by all parties thereto, any Exhibit is not completed, then such Exhibit shall be completed as promptly as agreed to by each party acting in a commercially reasonable manner.
Disclosure Letter and Exhibits. The Disclosure Letter and Exhibits, if any, referenced in this Agreement constitute an integral part of this Agreement as if fully rewritten herein. Any information disclosed in one section of the Disclosure Letter will be deemed to be disclosed in other sections of the Disclosure Letter and applicable to other representations and warranties to the extent that the disclosure is reasonably apparent from a reading of the disclosure item to be applicable to any other section or subsection of the Disclosure Letter and any other representations and warranties. The Disclosure Letter may include items and information that are not “material” relative to the entire business of the Acquired Companies, taken as a whole, and that inclusion will not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or to further define the meaning of that term for purposes of this Agreement or otherwise.
Disclosure Letter and Exhibits. Any capitalized terms used in any Exhibit attached to this Agreement or in the Disclosure Letter provided in connection with this Agreement, but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties of the Seller Parties set forth in this Agreement are made and given subject to the disclosures contained in the Disclosure Letter, and neither the Seller Parties nor any of their respective Affiliates shall be, or be deemed to be, in breach of any such representations and warranties (and no claim shall lie in respect thereof) in respect of any such matter so disclosed in the Disclosure Letter. Inclusion of information in the Disclosure Letter will not be construed as an admission that such information is material to the business, operations or condition (financial or otherwise) of the Purchased Assets or Assumed Liabilities or is required to be disclosed hereunder. The Disclosure Letter has been arranged for purposes of convenience in separately titled Sections corresponding to the Sections of this Agreement, however, each Section of the Disclosure Letter shall be deemed to incorporate by reference all information disclosed in any other Section of the Disclosure Letter to the extent it is reasonably apparent that the disclosure of such matter is applicable to such Section of the Disclosure Letter.
Disclosure Letter and Exhibits. The Disclosure Letter, exhibits and schedules are hereby incorporated into this Agreement to the same extent as though fully set forth herein.
Disclosure Letter and Exhibits. The Disclosure Letter and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Disclosure Letter and Exhibits. The Disclosure Letter and the following Exhibits attached hereto are integral to and form part of this Agreement: A Representations and Warranties of the Vendor B Representations and Warranties of the Purchaser and Xxxxxx C Vesting Order D Registration Rights Agreement E Lock-Up Agreement F Assumption Agreement
Disclosure Letter and Exhibits. Subject to the provisions of this Section 17.02, the Disclosure Letter and Exhibits attached hereto or referred to in this Agreement are (a) each hereby incorporated in and made a part of this Agreement as if set forth in full herein and (b) qualified in their entirety by reference to specific provisions of this Agreement. Any matter that is disclosed in one section or subsection of the Disclosure Letter shall apply to such specified section or subsection of this Agreement and to any other section or subsection of the Disclosure Letter to the extent its relevance to such other section is reasonably apparent from the face of such disclosure. The Parties acknowledge that the disclosure by a Seller of any matter in the Disclosure Letter shall not be deemed to constitute an acknowledgment by such Seller that the matter is required to be disclosed by the terms of this Agreement or as a basis for interpreting the terms “Material Adverse Effect,” “material,” “materially,” “materiality” or any other similar definition in this Agreement. Section or subsection references used throughout the Disclosure Letter are for convenience of reference only and shall not have the effect of amending or changing the express description of the Sections as set forth in this Agreement. Nothing contained in the Disclosure Letter should be construed as an admission of Liability or responsibility of any Party to any third party in connection with any pending or threatened Legal Proceeding or otherwise.
