Common use of Disclosure Letter References Clause in Contracts

Disclosure Letter References. The parties hereto agree that any reference in a particular Section or subsection of the Company Disclosure Letter shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company and the Operating Partnerships, as applicable, that are contained in the corresponding Section or subsection of this Agreement and (b) any other representations and warranties (or covenant, as applicable) of the Company and the Operating Partnerships, as applicable, that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenant, as applicable) is reasonably apparent on the face of such disclosure. The listing of any matter on the Company Disclosure Letter shall not be deemed to constitute an admission by the Company, or to otherwise imply, that any such matter is material, is required to be disclosed by such party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company Disclosure Letter relating to any possible breach or violation by the Company of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company Disclosure Letter be deemed or interpreted to expand the scope of the Company’s or the Operating Partnerships’ representations, warranties and/or covenants set forth in this Agreement except as set forth in this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Rithm Capital Corp.)

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Disclosure Letter References. The parties hereto agree that any reference in on a particular Section or subsection of the Company Disclosure Letter or Parent Disclosure Letter, as the case may be, shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company and the Operating Partnerships, as applicable, relevant party that are contained in the corresponding Section or subsection of this Agreement and (b) any other representations and warranties (or covenant, as applicable) of the Company and the Operating Partnerships, as applicable, such party that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenant, as applicable) is reasonably apparent on the face of such disclosure. Any matter disclosed in any Company SEC Document shall be deemed to be disclosed in a section of the Company Disclosure Letter only to the extent that it is reasonably apparent from such disclosure in such Company SEC Document that such disclosure is applicable to such section of the Company Disclosure Letter. The listing of any matter on the Company a party’s Disclosure Letter shall not be deemed to constitute an admission by the Companysuch party, or to otherwise imply, that any such matter is material, is required to be disclosed by such party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company a party’s Disclosure Letter relating to any possible breach or violation by the Company such party of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company a party’s Disclosure Letter be deemed or interpreted to expand the scope of the Companysuch party’s or the Operating Partnerships’ representations, warranties and/or or covenants set forth in this Agreement except as set forth in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hemisphere Media Group, Inc.)

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Disclosure Letter References. The parties hereto agree that any reference in a particular Section or subsection of the Company Disclosure Letter or Purchaser Disclosure Letter, as the case may be, shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company and the Operating Partnerships, as applicable, relevant party that are contained in the corresponding Section or subsection of this Agreement and (b) any other representations and warranties (or covenant, as applicable) of the Company and the Operating Partnerships, as applicable, such party that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenant, as applicable) is would be reasonably apparent on the face of to an individual who has read that reference and such disclosurerepresentations and warranties (or covenant, as applicable). The listing of any matter on the Company a party’s Disclosure Letter shall not be deemed to constitute an admission by the Companysuch party, or to otherwise imply, that any such matter is material, is required to be disclosed by such party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company a party’s Disclosure Letter relating to any possible breach or violation by the Company such party of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company a party’s Disclosure Letter be deemed or interpreted to expand the scope of the Companysuch party’s or the Operating Partnerships’ representations, warranties and/or covenants set forth in this Agreement except as set forth in this Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Manchester United PLC)

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