Disclosure on Schedules Clause Samples

Disclosure on Schedules. The parties acknowledge that ----------------------- notwithstanding the provisions of the Agreement stating all Schedules and Exhibits to this Agreement are attached to the Agreement, none of the Schedules have been attached and certain of the Exhibits have not been attached. Sellers will deliver to Purchaser all Schedules to be attached to this Agreement as soon as reasonably possible but no later than thirty (30) days from the date of this Agreement. Purchaser will have fourteen (14) days from the date of delivery of the Schedules to review the Schedules and terminate the Agreement by sending written notice to Companies, if Purchaser is not satisfied with any material matter revealed by any Schedule. The parties hereto shall use their best efforts to agree upon and attach to this Agreement all Exhibits not attached to this Agreement on the date of this Agreement's execution. If the parties can not agree upon any Exhibits not attached to this Agreement by July 15, 1998, any of the parties may terminate this Agreement by sending written notice of termination to the other parties. Once the Schedules are produced and the Exhibits agreed upon the parties hereto shall execute a signature page which states that attached to the signature page are the Schedules and Exhibits to this Agreement. For purposes of this Agreement, a disclosure by any party hereto of any fact on any Schedule shall be deemed a disclosure on every Schedule of any party hereto to the extent such disclosure properly could have been made thereon but was not made. The parties to this Agreement shall have the obligation to supplement or amend the Schedules being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. The obligations of the parties to amend or supplement the Schedules shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, the condition to Closing set forth in Section 6.1 shall not be satisfied, if the amendment or supplementation of any Schedule by Sellers results in any of Sellers' representations and warranties changing in a manner which the Purchaser in good faith believes is materially adverse to the Purchaser, the Assets or the Business.

Disclosure on Schedules. Items that are disclosed on any Schedule in such a way as to make their relevance to the information called for by another Schedule readily apparent shall be deemed disclosed on such other Schedule.

Disclosure on Schedules. Disclosure of information on any Schedule hereto shall be deemed to satisfy the disclosure requirements of any other Schedule hereto to which such information may also be applicable.

Disclosure on Schedules. The parties to this Agreement shall have the obligation to supplement or amend the Schedules being delivered concurrently with the execution of this Agreement and attached hereto or incorporated herein with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. The obligations of the parties to amend or supplement the Schedules shall terminate on the consummation of the transaction contemplated by this Agreement at the Closing, or on the date of termination of this Agreement if Closing does not occur.

Disclosure on Schedules. Disclosure of a specific item in any one Schedule hereto shall be deemed a disclosure as to all other applicable Schedules if either (a) there is an explicit cross-reference to another Schedule or Schedules, or (b) the party to whom the disclosure is being made could reasonably be expected to ascertain the scope of the modification to another representation notwithstanding the absence of a cross-reference.

Disclosure on Schedules. The inclusion of information in any of such Schedules hereto shall not be construed as an admission that such information is material to the FinanceCo Companies. In addition, matters reflected in such Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Prior to the Closing, Seller shall have the right to supplement, modify or update the Schedules hereto; provided, however, that any such supplements or updates shall be subject to Investor's rights not to consummate the Closing pursuant to Section 4.1(a). The Section numbers in the Schedules shall be deemed to make specific reference to the corresponding Section numbers in this Agreement. An item disclosed in any Schedule which is relevant to another section, subpart or subdivision of such Schedule or to another Schedule or to any Section of this Agreement, as applicable, shall be deemed disclosed in such other section, subpart or subdivision of such Schedule and to such other Schedule and with respect to all relevant Sections of this Agreement, as applicable, to the extent that (i) a person reading such item would reasonably conclude that such item is relevant to the other section, subpart or subdivision of such Schedule or to such other Schedule or to such Section of this Agreement, as applicable, or (ii) such item is cross-referenced in such other Schedule or in such section, subpart or subdivision.

Disclosure on Schedules. The parties to this Agreement ----------------------- shall have the obligation to supplement or amend the Schedules being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. The obligations of the parties to amend or supplement the Schedules shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, the condition to Closing set forth in Section 7.1 shall not be satisfied, if the amendment or supplementation of any Schedule by Seller results in any of Seller's representations and warranties changing in a manner which the Purchaser in good faith believes is materially adverse to the Purchaser.

Disclosure on Schedules. Disclosure of any fact or item in any Schedule or Exhibit referenced by a particular Section of this Agreement shall, should the existence of the fact or item be relevant to any other Section of this Agreement, be deemed to be disclosed with respect to such other Section whether or not a specific cross reference appears. Disclosure of any fact or item in any Schedule or Exhibit shall not necessarily mean that such fact or item, individually, is material to the Company Entities taken as a whole or to the business or financial condition of the Company Entities taken as a whole.

Disclosure on Schedules. If a document or matter is disclosed in any Schedule delivered pursuant to an identified Section of this Agreement, it shall be deemed to be disclosed for purposes of any other Section of this Agreement, provided that the relevance of the disclosure to such other Section is readily apparent from the wording on the face of the disclosure. The disclosure of a document or matter on a Schedule is not intended as a representation or warranty as to the material nature of such document or matter nor does it establish any standard of materiality upon which to judge the inclusion or omission of other documents or matters in any Schedule or constitute an admission of liability, violation or delinquency with respect to any Contract, Legal Requirement or Permit. No reference to or disclosure of any item or other matter in the Schedules shall be construed as an admission or indication that such item or other matter is required to be referred to or disclosed in the Schedules, so therefore matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature, and, therefore, inclusion of any item in the Schedules (i) do not constitute a determination by the Company that such matters are material or establish a standard of materiality or modify any definition of materiality in this Agreement, (ii) do not represent a determination that such item did not arise in the ordinary course of business, (iii) relating to any possible breach or violation of any agreement, law or regulation shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred, and (iv) shall not constitute, or be deemed to be, an admission to any third party concerning such item. All capitalized terms used in any Schedule that are not otherwise defined in the Schedules shall have the definitions specified in this Agreement.