Disclosure Schedule and Exhibits. All attachments, Exhibits and the Disclosure Schedule referred to herein are intended to be and hereby are specifically made a part of this Agreement. An item disclosed in the Disclosure Schedule in response to one section of this Agreement shall not be deemed disclosed in response to any other section unless otherwise specifically provided in this Agreement.
Disclosure Schedule and Exhibits. The Disclosure Schedule and Exhibits attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any capitalized terms used in any Exhibit or in the Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties of Sellers set forth in any particular section of this Agreement are made and given subject to the disclosures contained in the corresponding section of the Disclosure Schedule. Inclusion of the information in the Disclosure Schedule will not be construed as an admission that such information is material to the business, operations or condition (financial or otherwise) of Sellers. The Disclosure Schedule has been arranged for purposes of convenience in separately titled sections corresponding to the Sections of this Agreement, but each section of the Disclosure Schedule shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedule to the extent it is reasonably apparent on its face that the disclosure of such matter is applicable to such section of the Disclosure Schedule.
Disclosure Schedule and Exhibits. The Disclosure Schedule and all 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 the Disclosure Schedule or any Exhibits shall be deemed to refer to this entire Agreement, including the Disclosure Schedule and all Exhibits. Any item included in one Section of the Disclosure Schedule shall be deemed included on each other Section of the Disclosure Schedule.
Disclosure Schedule and Exhibits. The Disclosure Schedule and Exhibits mentioned in this Agreement shall be attached to this Agreement and shall form an integral part of this Agreement. All capitalized terms defined in this Agreement which are used in the Disclosure Schedule or any Exhibit shall, unless the context otherwise requires, have the same meaning therein as given herein.
Disclosure Schedule and Exhibits. The Disclosure Schedule 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 Schedule shall be deemed to be disclosed in other sections of the Disclosure Schedule and applicable to such other representations and warranties to the extent that the disclosure is reasonably apparent on its face from a reading of such disclosure (without reference or review of any documents or further information described on the face of the specific section or subsection of the Disclosure Schedule) item to be applicable to such other section or subsection of the Disclosure Schedule and such other representations and warranties. Any disclosures in the Disclosure Schedule 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, provided that such document has been made available to Buyer. The Disclosure Schedule 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 Schedule and Exhibits.
Disclosure Schedule and Exhibits. (a) The Schedules shall be deemed to be attached hereto and made a part hereof. All references herein to this Agreement shall include the Schedules.
(b) Nothing in the Schedules is intended to broaden the scope of any representation or warranty contained in this Agreement. The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties, covenants and agreements of the Sellers, the Acquired Company or the Purchaser, as the case may be, contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or agreements.
(c) No reference to or disclosure of any item or other matter in any Schedule (or any section thereof) shall be construed as an admission or indication that such item is required to be referred to or disclosed in any Schedule (or any section thereof). Inclusion of any item in a Schedule (or any section thereof) does not constitute a determination by the representing party that such item is material and shall not be deemed to establish a standard of materiality. No disclosure in a Schedule (or any section thereof) relating to any possible breach or violation of any Contract, Law or any potential adverse contingency shall be construed as an admission or indication that any such breach or violation exists or has actually occurred or that such adverse contingency will actually occur.
Disclosure Schedule and Exhibits. (a) If a matter is said to be set out, disclosed, listed, described or reflected in a particular section of the Disclosure Schedule, it is deemed to have been sufficiently disclosed to the Parties if such matter is fully and plainly described in that particular section of the Disclosure Schedule or if there is, in that particular section, a specific cross-reference to another section of the Disclosure Schedule. No such matter is considered to be sufficiently disclosed if it is set out in any other section of the Disclosure Schedule unless there is full and plain description in the cross-referenced section.
(b) Nothing set out in the Disclosure Schedule establishes a standard of materiality.
(c) The Disclosure Schedule and the Exhibits to this Agreement form an integral part of this Agreement.
(d) The Disclosure Schedule contains confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.
Disclosure Schedule and Exhibits. The Disclosure Schedule and all 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 the Disclosure Schedule or any Exhibits shall be deemed to refer to this entire Agreement, including the Disclosure Schedule and all Exhibits. Any item included in one section of the Disclosure Schedule shall be deemed included on each other section of the Disclosure Schedule, but only to the extent that the disclosure included in one section of the Disclosure Schedule, on its face, is sufficiently detailed to enable a reasonable person to understand the nature and magnitude of the matter being disclosed and its relevance to other sections of the Disclosure Schedule. After the execution hereof and prior to the Closing, the Company, as soon as practicable after such information becomes available to the Company, shall deliver to Buyer such additions or modifications to one or more sections of the Disclosure Schedule as may be necessary to make the information set forth therein true, accurate and complete; provided, however, that the Company may only make such additions or modifications to the extent the subject matter of such additions or modifications was not known to the Company on the date hereof (as "knowledge" is 68 70 defined in Section 11.17). Any such additions or modifications shall be deemed Closing Exceptions and shall be treated in the same manner as set forth in Section 7.2(b).
Disclosure Schedule and Exhibits. No later than thirty days after the execution of this Agreement, Sellers shall deliver a Disclosure Schedule to Buyer describing the exceptions, if any, to the representations and warranties set forth in Article III. Upon execution of this Agreement, the parties shall proceed to finalize forms of the Negotiable Note, the Non-negotiable Note and the ELM Guaranty in accordance with the terms set forth in Section 1.2 and in Exhibits A, B and C hereto. The final forms of such documents shall then be substituted as Exhibits A, B and C hereto and shall become part of this Agreement.
Disclosure Schedule and Exhibits. The Disclosure Schedule and Exhibits to this Agreement are qualified in their entirety by reference to specific provisions of this Agreement. References in the Disclosure Schedule to any contract, Employee Benefit Plan, order, instrument, document or legal proceeding are qualified in their entirety by reference to more detailed information in documents attached thereto or previously delivered or made available to Buyer and its representatives.
