Disclosure Letters. The disclosure of any matter in the Company Disclosure Letter or the Purchaser Disclosure Letter, as the case may be, shall be deemed to be a disclosure on all other sections of the Company Disclosure Letter or the Purchaser Disclosure Letter, as the case may be, if such disclosure is in sufficient detail to make it readily apparent to a reasonable Person that such disclosure applies to the other sections thereof to which such disclosure is responsive. Certain of the information set forth in each of the Company Disclosure Letter and the Purchaser Disclosure Letter is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Parties in this Agreement, nor shall such information be deemed to establish a standard of materiality. If there is any inconsistency between the statements in this Agreement and those in the Company Disclosure Letter or Purchaser Disclosure Letter (other than an exception set forth in such Company Disclosure Letter or Purchaser Disclosure Letter), the statements in this Agreement will control.
Appears in 3 contracts
Samples: Share Exchange Agreement (China Teletech Holding Inc), Share Exchange Agreement (China Teletech Holding Inc), Share Exchange Agreement (China Teletech Holding Inc)
Disclosure Letters. The disclosure of any matter in the Company PhotoMedex Disclosure Letter or the Purchaser Radiancy Disclosure Letter, as the case may be, shall be deemed to be a disclosure on all other sections of the Company PhotoMedex Disclosure Letter or the Purchaser Radiancy Disclosure Letter, as the case may be, if such disclosure is in sufficient detail to make it readily apparent to a reasonable Person that such disclosure applies to the other sections thereof to which such disclosure is responsive. Certain of the information set forth in each of the Company PhotoMedex Disclosure Letter and the Purchaser Radiancy Disclosure Letter is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Parties in this Agreement, nor shall such information be deemed to establish a standard of materiality. If there is any inconsistency between the statements in this Agreement and those in the Company PhotoMedex Disclosure Letter or Purchaser Radiancy Disclosure Letter (other than an exception set forth in such Company PhotoMedex Disclosure Letter or Purchaser Radiancy Disclosure Letter), the statements in this Agreement will control.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Photomedex Inc), Agreement and Plan of Merger (Photomedex Inc)
Disclosure Letters. The disclosure of any matter in the Company Zoom Disclosure Letter or the Purchaser Portables Disclosure Letter, as the case may be, shall be deemed to be a disclosure on all other sections of the Company Zoom Disclosure Letter or the Purchaser Portables Disclosure Letter, as the case may be, if such disclosure is in sufficient detail to make it readily apparent to a reasonable Person that such disclosure applies to the other sections thereof to which such disclosure is responsive. Certain of the information set forth in each of the Company Zoom Disclosure Letter and the Purchaser Portables Disclosure Letter is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Parties in this Agreement, nor shall such information be deemed to establish a standard of materiality. If there is any inconsistency between the statements in this Agreement and those in the Company Zoom Disclosure Letter or Purchaser Portables Disclosure Letter (other than an exception set forth in such Company Zoom Disclosure Letter or Purchaser Portables Disclosure Letter), the statements in this Agreement will control.. SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Zoom Technologies Inc)
Disclosure Letters. The Remainco Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article II. The Merger Partner Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article III. For purposes of this Agreement, (a) any disclosure of any matter set forth or deemed to be set forth in the Company Remainco Disclosure Letter with respect to any Section of this Agreement or in the Purchaser Merger Partner Disclosure Letter, as the case may be, Letter with respect to any Section of this Agreement shall be deemed to be disclosed for purposes of other Sections of this Agreement to the extent that such disclosure sets forth facts in sufficient detail so that the relevance of such disclosure would be reasonably apparent to a disclosure on all other sections reader of such disclosure; (b) matters reflected in any Section of the Company Remainco Disclosure Letter or the Purchaser Merger Partner Disclosure Letter, as the case may berespectively, if are not necessarily limited to matters required by this Agreement to be so reflected, and such disclosure is in sufficient detail to make it readily apparent to a reasonable Person that such disclosure applies to the other sections thereof to which such disclosure is responsive. Certain of the information additional matters are set forth in each of the Company Disclosure Letter and the Purchaser Disclosure Letter is included solely for informational purposes and may do not be required necessarily include other matters of a similar nature; (c) no reference to be disclosed pursuant to this Agreement. The or disclosure of any information item or other matter in the Remainco Disclosure Letter or the Merger Partner Disclosure Letter, respectively, shall not be deemed to constitute construed as an acknowledgement admission or indication that such information item or other matter is material or that such item or other matter is required to be referred to or disclosed in connection with the representations and warranties made by the Parties in this Agreement, nor shall such information be deemed to establish a standard of materiality. If there is any inconsistency between the statements in this Agreement and those in the Company Disclosure Letter or Purchaser Disclosure Letter ; (other than an exception d) all matters set forth in such Company Disclosure Letter or Purchaser Disclosure Letter), the statements in this Agreement will control.forth
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everi Holdings Inc.), Agreement and Plan of Merger (International Game Technology PLC)
Disclosure Letters. The Remainco Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article II. The Merger Partner Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article III. The Buyer Disclosure Letter shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Article IV. For purposes of this Agreement, (a) any disclosure of any matter set forth or deemed to be set forth in the Company Remainco Disclosure Letter with respect to any Section of this Agreement, in the Merger Partner Disclosure Letter with respect to any Section of this Agreement or in the Purchaser Buyer Disclosure Letter, as the case may be, Letter with respect to any Section of this Agreement shall be deemed to be disclosed for purposes of other Sections of this Agreement to the extent that such disclosure sets forth facts in sufficient detail so that the relevance of such disclosure would be reasonably apparent to a disclosure on all other sections reader of such disclosure; (b) matters reflected in any Section of the Company Remainco Disclosure Letter, the Merger Partner Disclosure Letter or the Purchaser Buyer Disclosure Letter, as the case may berespectively, if are not necessarily limited to matters required by this Agreement to be so reflected, and such disclosure is in sufficient detail to make it readily apparent to a reasonable Person that such disclosure applies to the other sections thereof to which such disclosure is responsive. Certain of the information additional matters are set forth in each of the Company Disclosure Letter and the Purchaser Disclosure Letter is included solely for informational purposes and may do not be required necessarily include other matters of a similar nature; (c) no reference to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Parties in this Agreement, nor shall such information be deemed to establish a standard of materiality. If there is any inconsistency between the statements in this Agreement and those in the Company Disclosure Letter or Purchaser Disclosure Letter (other than an exception set forth in such Company Disclosure Letter or Purchaser Disclosure Letter), the statements in this Agreement will control.disclosure
Appears in 1 contract