Common use of Disclosure Schedule Clause in Contracts

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as constitutes a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section part of this Agreement makes reference to a specific section and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and notwithstanding that covenants contained in this Agreement, regardless of whether or not a particular representation and warranty may not make a specific cross-reference to the Disclosure Schedule, is made thereto to the extent that the relevance of any such disclosures to such disclosure in any other representations and warranties Section is reasonably apparent on its facefrom the text of such disclosure in such Section of the Disclosure Schedule. The inclusion disclosure of information any matter in the Disclosure Schedule shall is not to be construed as or constitute deemed an admission by the Seller, or agreement that a violationotherwise imply, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the Company, its Subsidiary and/or Sellerordinary course of business. In addition, matters Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither All references in the specifications Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item matter in the Disclosure Schedule is intended not to imply be deemed an admission that such amountmatter actually constitutes noncompliance with, or higher a violation of any Legal Requirement, Order, license, permit or lower amounts, or the item so included Contract or other items, are or are not material, and no party shall use the fact of the setting forth of any topic to which such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included disclosure is applicable. The headings contained in the Disclosure Schedule is are for convenience of reference only and shall not be deemed to modify or is not material for purposes influence the interpretation of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant information contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the other representations and warranties of Seller, Seller and the Company and to the extent the applicability of such disclosure is reasonably apparent on its Subsidiary as a wholeface, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to a section of the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute as, and shall not constitute, an admission or agreement that a violation, right of termination, default, Liability liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to any of Seller or the Company, its Subsidiary and/or SellerGroup Companies. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course Ordinary Course of businessBusiness, and no party Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course Ordinary Course of business Business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are shall be deemed to be taken as relating responsive to and to qualify the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding contained in the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is in this Agreement so long as the relationship between the disclosure and the other representations and warranties are reasonably apparent on its facethe face of the disclosure. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedule (including the listing of items on any Disclosure Schedule although such items may not necessarily be required to be included in such Disclosure Schedule because of the dollar thresholds set forth in this Agreement). Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of businessOrdinary Course, and no party Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business Ordinary Course for purposes of this Agreement.

Disclosure Schedule. The disclosures Disclosure Schedule has been arranged for purposes of convenience in separately numbered Sections corresponding to the Sections of this Agreement and each Section of the Disclosure Schedule will 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 Sellers that are set forth in the corresponding section or subsection of this Agreement; and (b) other representations and warranties of Seller that are set forth in the Agreement only to the extent that it is reasonably apparent on the face of such disclosure that it is an exception to (or, as applicable, a disclosure for purposes of) such representation or warranty. Capitalized terms used in the Disclosure Schedule concerning Seller, and not otherwise defined therein have the Company and/or its Subsidiary are meaning given to be taken as relating to them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties of Sellercontained in this Agreement, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule or the attached exhibits is arranged by sections corresponding not intended to imply that the sections amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business or consistent with past practice, and no party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or that a particular section of this Agreement makes reference to a specific section of Agreement, the Disclosure Schedule and notwithstanding that a particular representation and warranty may or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not make a reference to the Disclosure Scheduleset forth or included in this Agreement, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall or exhibits is or is not required to be construed disclosed (including whether the amount or items are required to be disclosed as material or constitute an admission threatened) or agreement that a violation, right are within or outside of termination, default, Liability or other obligation the Ordinary Course of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or SellerBusiness. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item No information set forth in the Disclosure Schedule will be deemed to broaden in any way the scope of the parties’ representations and warranties. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Disclosure Schedule is intended to imply that a summary only and is qualified in its entirety by the terms of such amountagreement, document, instrument, plan, arrangement, or higher or lower amountsitem which terms will be deemed disclosed for all purposes of this Agreement. The information contained in this Agreement, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule and exhibits hereto is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any Party to any third party of any matter whatsoever, including any violation of Law or breach of contract.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to shall be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections in paragraphs corresponding to the sections lettered paragraphs contained in this Agreement or that a particular section the Sections of this Agreement makes reference to a specific section Agreement; provided, however, that any event, fact or circumstance disclosed in any lettered paragraph of the Disclosure Schedule and notwithstanding that shall be deemed to be a particular representation and warranty may not make a reference to disclosure for purposes of each other lettered paragraph of the Disclosure Schedule, Schedule to the extent the relevance of any such disclosures to such other representations and warranties that it is reasonably apparent on its facefrom the face of such disclosure that it would also qualify such other lettered paragraph. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in Subsidiaries or the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar natureSellers. Neither the specifications specification of any dollar amount in any representation, warranty or covenant disclosure contained in this Agreement the Disclosure Schedule nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. FurtherIn addition, neither matters reflected in the specification of any item or matter in any representation, warranty or covenant contained in Disclosure Schedule are not necessarily limited to matters required by this Agreement nor to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The inclusion of any specific item in the Disclosure Schedule is not intended to imply that such item or matter, other item is or other items or matters, are or are is not in the ordinary course Ordinary Course of businessBusiness, or is or is not material for purposes of this Agreement, and no party Party shall use the fact of setting forth or the inclusion of any such items or matter item in any dispute or controversy involving any of among the parties hereto Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course Ordinary Course of business Business, or is or is not material for purposes of this Agreement.

Disclosure Schedule. The disclosures Certain information set forth in the schedules to this Agreement (the “Disclosure Schedule”) is not intended to constitute, and shall not be construed as constituting, additional representations or warranties of the Seller except to the extent expressly provided in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties. Certain information set forth in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are is included solely for information purposes and may not be required to be taken as relating disclosed pursuant to the representations and warranties this Agreement. The inclusion of Seller, the Company and its Subsidiary as an item in a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding as an exception to a representation or warranty shall not be deemed to constitute an acknowledgment that a particular representation and warranty may not make a reference such information is required to be disclosed in connection with the representations or warranties of the Seller nor shall such information constitute an admission by any party that such item constitutes an item, event, circumstance or occurrence that is material to the Disclosure ScheduleSeller or any Acquired Company or constitutes a Material Adverse Effect. No modifications, qualifications or exceptions to any representations or warranties disclosed on one schedule will constitute a modification, qualification or exception to any other representations or warranties made in this Agreement unless, and only to the extent that, it is reasonably apparent on the relevance face of any such disclosures modifications, qualifications or exceptions that they also constitute a modification, qualification or exception to such other representations and warranties is reasonably apparent on its faceor warranties. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists allegations with respect to any itemalleged breach, nor shall it be construed as violation or constitute default under any contractual or other obligation, or any law, is not an admission or agreement that such information is material to the Companybreach, its Subsidiary and/or Sellerviolation or default has occurred. In addition, matters reflected in Headings and subheadings have been inserted on certain sections of the Disclosure Schedule are for convenience of reference only and shall not necessarily limited to matters required by this Agreement to be reflected in considered a part of or affect the construction or interpretation of such sections of the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item The information provided in the Disclosure Schedule is intended being provided solely for the purpose of making disclosures to imply that such amountBuyer under this Agreement. In disclosing this information, or higher or lower amounts, or neither none of the item so included or other items, are or are not materialAcquired Companies nor the Seller waives, and no party shall use expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as work-product doctrine with respect to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item matters disclosed or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreementdiscussed therein.

Disclosure Schedule. The disclosures in the a particular Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the each other Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures disclosure to such other representations and warranties Disclosure Schedule is reasonably apparent on its faceapparent. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or SellerParty disclosing such information. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party Party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary Schedules are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is Schedules are arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule Schedules and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its faceSchedules. The inclusion of information in the Disclosure Schedule Schedules shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to any of the Company, Company or its Subsidiary and/or SellerSubsidiaries. In addition, matters reflected in the Disclosure Schedule Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule Schedules is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule Schedules is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures disclosure schedule (the “Disclosure Schedule”) is a series of schedules corresponding to the Sections contained in this Agreement and containing the information required to be disclosed pursuant to, and certain exceptions to, the representations and warranties and covenants in such Articles. The Disclosure Schedule is incorporated herein by reference. The Disclosure Schedule is arranged in sections, paragraphs and sub-paragraphs corresponding to the numbered and lettered sections, paragraphs and sub-paragraphs of this Agreement. Notwithstanding anything to the contrary contained in the Disclosure Schedule concerning Selleror in this Agreement, the Company and/or its Subsidiary are to be taken as relating to the representations information and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections disclosures contained in this Agreement or that a particular section of this Agreement makes reference to a specific any section of the Disclosure Schedule shall be deemed to be disclosed and notwithstanding that a particular representation and warranty may not make a incorporated by reference to in any other section of the Disclosure Schedule, to as applicable, as though fully set forth in such section of the extent the relevance of any such disclosures to Disclosure Schedule if a cross reference is included in such other representations and warranties section of the Disclosure Schedule or if it is reasonably apparent on its facethe face of such disclosure that such matter is pertinent to such other Schedules. The inclusion information set forth in the Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any Party of any matter whatsoever, including of any violation of Law or breach of any agreement. Nothing in the Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement. Any introductory language and headings in the Disclosure Schedule are inserted for convenience of reference only and will not create or be deemed to create a different standard for disclosure than the language set forth in this Agreement. To the extent that any disclosure made therein contains a description of written contracts, agreements, plans, arrangements or other documents or instruments, such disclosure is only a summary and is qualified in its entirety by reference to the applicable contract, agreement, plan, arrangement or other document or instrument. Disclosure of any information in the Disclosure Schedule that is not strictly required under this Agreement does not imply disclosure of all matters of a similar nature. The fact that an item of information is contained in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement mean that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of disclosed by this Agreement.

Disclosure Schedule. The disclosures disclosure schedule (the “Disclosure Schedule”) is a series of schedules corresponding to the Sections contained in this Agreement and containing the information required to be disclosed pursuant to, and certain exceptions to, the representations and warranties therein. Any disclosure set forth in any particular Section of the Disclosure Schedule concerning Sellerwill be deemed disclosed for the purpose of the corresponding Section or subsection of the Agreement and for the purpose of any other Section or subsection of the Agreement, where the Company and/or its Subsidiary are application or relevance of such disclose as an exception to (or a disclosure for purposes of) such other Section is reasonably apparent on the face of such disclosure. The inclusion of any information in any Section of the Disclosure Schedule (i) shall not be deemed (x) to be taken as relating an admission or evidence of the materiality of such information or that such information, alone or together with any other matter or item, could result in a Material Adverse Effect, (y) to establish a standard of materiality for any purpose whatsoever or (z) to be an admission that such item is required to be disclosed in order for the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement Seller or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures Company to such other representations be true and warranties is reasonably apparent on correct or for Seller or any Company to be in compliance with its face. The inclusion of information in the Disclosure Schedule shall covenants and agreements, (ii) does not be construed as or constitute represent an admission or agreement determination by Seller or any Company that a violationsuch item did not arise in the Ordinary Course of Business and (iii) shall not constitute, right of terminationor be deemed to be, default, Liability or an admission by any Person to any other obligation Person of any kind exists with respect to manner whatsoever (including any itembreach or violation of any Contract, nor shall it be construed as Law or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or SellerOrder). In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications The specification of any dollar amount in any representationthe representations, warranty warranties or covenant covenants contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is not intended to imply that such amount, or any higher or lower amountsamount, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course Ordinary Course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business Business for purposes of this Agreement.. The Disclosure Schedule is incorporated herein by reference. The Parties have executed and delivered this Stock Purchase Agreement as of the date first written above. AMERICAN TIRE DISTRIBUTORS, INC. By: /s/ J. Xxxxxxx Xxxxxxx Name: J. Xxxxxxx Xxxxxxx Title: Executive Vice President and General Counsel TTT HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President EXHIBIT A DEFINITIONS

Disclosure Schedule. The disclosures in Each Schedule of the Disclosure Schedule concerning SellerSchedules shall be deemed to qualify only (a) the corresponding Section of this Agreement, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section (b) any other Section of this Agreement to which such Schedule makes reference to a specific section express reference, or (c) any other Section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, this Agreement to the extent the relevance of any the information disclosed in such disclosures Schedule to such other representations and warranties Section is reasonably apparent on its face. The inclusion , without further inquiry or knowledge of information the contents of any document disclosed in the Disclosure Schedule shall not Schedules that the matter is required to be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Sellerincluded. In addition, matters Matters reflected in on the Disclosure Schedule Schedules are not necessarily limited to matters required by this Agreement to be reflected therein, and the Disclosure Schedules may contain information that is not specifically required by this Agreement, which information is provided solely for Buyers’ general information and is not separately represented or warranted. The disclosure or inclusion by the Acquired Companies or Sellers of any matter in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do Schedules shall not necessarily include other matters of a similar nature. Neither be deemed to constitute an acknowledgement or admission that the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor matter is required to be disclosed by the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes terms of this Agreement or otherwisethat the matter is material (except to the extent the applicable representation or warranty specifically requires that a particular item be disclosed). FurtherThe Disclosure Schedules and the information and statements contained therein are not intended to constitute, neither and shall not be construed as constituting, representations or warranties of the specification Acquired Companies or Sellers, and any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules shall not (i) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or to establish a standard of materiality, (ii) be deemed or interpreted to expand the scope of any item representation or matter in any representationwarranty, warranty obligation, covenant, condition or covenant agreement contained in this Agreement nor Agreement, (iii) constitute, or be deemed to constitute, an admission of liability or obligation to any third party regarding such matter, (iv) represent an admission to any third party that the inclusion consummation of the Transaction requires the consent of any specific item in the Disclosure Schedule is intended third party, or (v) otherwise constitute, or be deemed to imply that otherwise constitute, an admission to any third party concerning such item or matter, or other items or matters, are or are not in . Without limiting the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any generality of the parties hereto as to whether any obligationforegoing, item or matter not described herein or included all references in the Disclosure Schedule is Schedules to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence or existence of breaches or defaults by the Acquired Companies, Sellers or any of their respective Affiliates or Third Parties, or similar matters or statements, are not intended to be admissions against interests, give rise to any inference or proof of accuracy or be admissible against any party by or in favor of any Person who is not in the ordinary course of business for purposes of this Agreementa Party.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating shall identify exceptions and other matters with respect to the representations and warranties of Seller, the Company herein and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is be arranged by in certain specific sections corresponding to the sections in this Agreement or that a particular section of Article III of this Agreement makes reference to a specific Agreement. The disclosure of any matter in any section of the Disclosure Schedule shall qualify the representations and notwithstanding that a particular representation warranties of the Company in such corresponding section of Article III and warranty may not make a reference to the Disclosure Schedule, shall qualify any other section of Article III to the extent the relevance of any such disclosures to such other representations and warranties that it is reasonably apparent on its facethe face of such disclosure that such disclosure is relevant to such section of Article III. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to any of the Company, Company or any of its Subsidiary and/or SellerSubsidiaries. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary Seller or Radar Mexican as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, Schedule (or that a cross reference to another Section of this Agreement or the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its faceDisclosure Schedule may not be included). The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to any of Seller, Radar Mexican, either of the CompanyMexican Entities or the Business (or the Purchased Assets, its Subsidiary and/or the Facilities or the Assumed Liabilities) and no information contained in the Disclosure Schedule will be deemed to be an admission by Seller, Radar Mexican or either of the Mexican Entities of any violation of any Applicable Law, breach of contract or other matter. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, representation or warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, representation or warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures Any information disclosed in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section any Section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference shall be deemed to be disclosed to Buyer in another Section of the Disclosure Schedule, Schedule to the extent it is reasonably apparent based upon the relevance nature of any such disclosures disclosure that such disclosure is applicable to such other representations and warranties is reasonably apparent on its face. The inclusion Sections of information in these Disclosure Schedules notwithstanding the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters absence of a similar naturecross-reference contained therein. Neither the specifications specification of any dollar amount or any item or matter in any representation, warranty or covenant contained in provision of this Agreement nor the inclusion of any specific item or matter in any Section of the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item or matter so included specified or included, or other itemsitems or matters, are or are not material, and no party shall use the fact of the setting forth specification of any such amount or the specification or inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described specified herein or included in any Section of the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither Neither the specification of any item or matter in any representation, warranty or covenant contained in provision of this Agreement nor the inclusion of any specific item or matter in any Section of the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth the specification or the inclusion of any such items item or matter in any dispute or controversy involving any of between the parties hereto as to whether any obligation, item or matter not described specified herein or included in any Section of the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. No disclosure in any Section of the Disclosure Schedule relating to any possible breach or violation of any agreement, Law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Disclosure Schedule. The disclosures Disclosure Schedule is hereby incorporated in and made a part of this Agreement as if set forth in full herein and any capitalized terms used in the Disclosure Schedule concerning Seller, but not otherwise defined therein shall have the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections meaning set forth in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar natureAgreement. Neither the specifications specification of any dollar amount in any representation, representation or warranty or covenant contained in this Agreement nor the inclusion of any specific fact or item in the Disclosure Schedule is intended or will be deemed to imply that such amount, or higher or lower amounts, or the fact or item so included or other facts or items, are or are not materialmaterial or would or would not constitute a Material Adverse Effect, and no party shall use the fact of the setting forth of any such amount a Seller Material Adverse Effect or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of a Purchaser Material Adverse Effect. Unless this Agreement or specifically provides otherwise. Further, neither the specification of any fact, item or matter in any representation, representation or warranty or covenant contained in this Agreement nor the inclusion of any specific fact, item or matter in the Disclosure Schedule is intended or will be deemed to imply that such fact, item or matter, or other facts, items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the Ordinary Course. The inclusion of any such items fact or matter item in the Disclosure Schedule shall not constitute, or be deemed to be, an admission by any dispute or controversy involving Party to any third party of the parties hereto as to whether any obligationfact, item or matter not described herein whatsoever (including any violation, noncompliance with, or included Liability or obligation under, applicable Law, other requirement or breach of Contract). Certain facts, items and matters disclosed in the Disclosure Schedule is have been disclosed for informational purposes only. No exceptions to any representations or is not warranties disclosed on one section of the Disclosure Schedule shall constitute an exception to any other representations or warranties made in the ordinary course Agreement, unless the exception is disclosed as provided in the Agreement on each such other applicable section of business the Disclosure Schedule or cross referenced in such other applicable section; provided, however, that the information and disclosures contained in any section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section of the Disclosure Schedule as though fully set forth in such section for purposes which applicability of this Agreementsuch information and disclosure is reasonably apparent on the face of such disclosure without investigation or reference to underlying documentation.

Disclosure Schedule. The disclosures Disclosure Schedules to this Agreement are arranged in sections corresponding to those contained in this Agreement merely for convenience, and the disclosure of an item in one section or subsection of such Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are Schedules as an exception to any particular representation or warranty shall be taken deemed adequately disclosed as relating an exception with respect to the all other representations and warranties of Seller, the Company and its Subsidiary as a wholeor warranties, notwithstanding the fact that the presence or absence of an appropriate section or subsection of such Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures Schedules with respect to such other representations and or warranties or an appropriate cross-reference thereto, in each case to the extent relevancy of such disclosure to such other representations or warranties is reasonably apparent on its facethe face of such disclosure. The Additionally, for each of the Disclosure Schedules, the mere inclusion of information an item in the such Disclosure Schedule Schedules as an exception to a representation or warranty shall not be construed as or constitute deemed an admission or agreement that a violationacknowledgment, right in and of terminationitself and solely by virtue of the inclusion of such information in such Disclosure Schedules, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected listed in such Disclosure Schedules or that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance, that such item has had, or is expected to result in, a Material Adverse Effect that such item actually constitutes noncompliance with, or a violation of, any Law, Governmental Authorization or Contract or other topic to which such disclosure is applicable or that such item is outside the Disclosure Scheduleordinary course of business consistent with past practice. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications The specification of any dollar amount in any representation, warranty or covenant the representations and warranties contained in this Agreement nor or the inclusion of any specific item in the Disclosure Schedule Schedules is not intended to imply that such amount, amounts (or higher or lower amounts, or the item so included or other items, ) are or are not material, and no party Party shall use the fact of the setting forth of any such amount amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the parties Parties as to whether any obligation, item item, or matter not described herein or included in the a Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item Capitalized terms used in the Disclosure Schedule is intended Schedules, unless otherwise defined therein, shall have the meanings assigned to imply that such item or matter, or other items or matters, are or are not them in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures schedules, exhibits and the Disclosure Schedule to this Agreement are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each of Parent and Merger Sub hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedule concerning Sellerfor informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the Company and/or its Subsidiary are “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to be taken as relating to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties warranties; (iii) disclosures made for the purpose of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by any section or sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties section(s) is reasonably apparent on its face. The inclusion the face of information such disclosure; (iv) headings in the Disclosure Schedule shall have been inserted for reference only and will not be construed as deemed to modify or constitute an admission or agreement that a violation, right influence the interpretation of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such the information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected contained in the Disclosure Schedule are not necessarily limited or this Agreement; (v) no reference to matters required by this Agreement to be reflected or disclosure of any item or other matter in the Disclosure Schedule. Such additional matters are set forth Schedule will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for informational materiality for the purposes and do not necessarily include other matters of a similar nature. Neither this Agreement; (vi) no disclosure in the specifications Disclosure Schedule relating to any possible breach or violation of any dollar amount in agreement, law or regulation shall be construed as an admission or indication that any representation, warranty such breach or covenant contained in this Agreement nor violations exists or has actually occurred; (vii) the inclusion of any specific matter, information or item in the Disclosure Schedule is intended will not be deemed to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth constitute an admission of any such amount liability by Company to any third party; and (vii) summaries of or the inclusion of references to any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included written document in the Disclosure Schedule is or is do not material for purposes of this Agreement or otherwise. Further, neither purport to be complete and are qualified in their entirety by the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreementwritten documents themselves.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are shall be deemed to be taken as relating responsive to and to qualify the representations and warranties of Seller, the Company contained in the corresponding Sections in this Agreement, and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections any other representations and warranties in this Agreement or that a particular section of this Agreement makes reference to a specific section of so long as the Disclosure Schedule relationship between the disclosure and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its faceapparent. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedule (including the listing of items on any Disclosure Schedule although such items may not necessarily be required to be included in such Disclosure Schedule because of the dollar thresholds set forth in this Agreement). Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of businessOrdinary Course, and no party Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business Ordinary Course for purposes of this Agreement.

Disclosure Schedule. The disclosures A disclosure made in any section of the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating Schedules (or subparts thereof) that reasonably informs Buyer of information (i) shall constitute an exception to the representations and warranties of SellerArticle IV to which it makes reference, the Company and its Subsidiary as a whole(ii) shall be deemed to be disclosed with respect to, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections and constitute an exception to, any non-referenced representation or warranty in this Agreement or that a particular section of this Agreement makes reference where it would be clear to a specific section reasonable person that the disclosure contained in such item of disclosure would also qualify such non-referenced representation or warranty without the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance necessity of any such disclosures to such other representations and warranties is reasonably apparent on its facerepetitive disclosure or cross-reference. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters Information reflected in the Disclosure Schedule are Schedules is not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedules. Such additional matters are information is set forth for informational purposes and do does not necessarily include other matters of a similar nature. Neither Disclosure of such additional information will not be deemed to constitute an acknowledgment that such information is required to be disclosed, and disclosure of such information will not be deemed to enlarge or enhance any of the specifications of any dollar amount in any representation, warranty representations or covenant contained warranties in this Agreement nor or otherwise alter in any way the inclusion terms of any specific item this Agreement. Inclusion of information in the Disclosure Schedule is intended to imply Schedules will not be construed as an admission that such amountinformation is material to the Business, or higher or lower amountsthe Purchased Assets, or the item so included Assumed Liabilities. No reference to or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification disclosure of any item or other matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply Schedules shall be construed as an admission or indication that such item or matter, other matter is material or that such item or other items matter is required to be referred to or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included disclosed in the Disclosure Schedule is or is not Schedules. The information set forth in the ordinary course of business Disclosure Schedules is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement.

Disclosure Schedule. The disclosures (a) Any information set forth in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific one section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference Schedules will be deemed to apply to all other sections or subsections of the Disclosure Schedule, Agreement to the extent that the relevance of any such disclosures to such other representations and warranties disclosure is reasonably apparent on its faceface that such information is applicable to such other section or subsection or if such information is expressly cross-referenced to such other Schedules. The inclusion of information in the Disclosure Schedule Schedules shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability liability or other obligation or liability of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Sellermaterial. In addition, matters reflected in the Disclosure Schedule Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure ScheduleSchedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule Schedules is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of between the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule Schedules is or is not in the ordinary course of business for purposes of this Agreement. From time to time prior to the Closing, either Owner may revise the Disclosure Schedule to reflect matters arising after the date hereof which (a) have been consented to or approved by the other Owner in writing, or (b) otherwise are matters, facts or changes arising between the date of this Agreement and the Closing in a manner that does not breach a covenant under this Agreement. From and after the Closing, subject to the immediately foregoing sentence, references to the Disclosure Schedules shall be references to the Disclosure Schedules as so supplemented, modified and/or updated.

Disclosure Schedule. The disclosures Certain agreements and other matters are listed or described in the Disclosure Schedule concerning Sellerfor informational purposes only, notwithstanding the Company and/or its Subsidiary fact that, because they do not rise above applicable materiality thresholds or otherwise, they are not required by the terms of this Agreement to be taken as relating listed in the Disclosure Schedule. In no event shall the listing of such agreements or other matters in the Disclosure Schedule be deemed or interpreted to broaden or otherwise amplify Seller’s representations and warranties, covenants or agreements expressly set forth in this Agreement, and nothing in the Disclosure Schedule shall influence the construction or interpretation of any of the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that Seller set forth in this Agreement. The headings contained in the Disclosure Schedule is arranged by sections corresponding are for convenience of reference only and shall not be deemed to modify or influence the sections interpretation of the information contained in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that or this Agreement. Furthermore, the disclosure of a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion item of information in the Disclosure Schedule shall not be construed taken as or constitute an admission by Seller that such disclosure is required to be made under the terms of any representation, warranty, covenant or agreement that a violation, right of termination, default, Liability Seller made or other obligation of any kind exists with respect to any item, nor shall it be construed as given in this Agreement. Any fact or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected item set forth in the Disclosure Schedule are not necessarily limited that is required to matters required by be so set forth pursuant to a particular Section of this Agreement shall be deemed to be reflected have been disclosed with respect to every other Section of this Agreement, if such disclosure would permit a reasonable person to find such disclosure relevant to such other Sections. The specification of any Dollar amount in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters representations or warranties of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant Seller contained in this Agreement nor or the inclusion of any specific item in the any Disclosure Schedule hereto is not intended to imply that such amountamounts, or higher or lower amounts, or the item items so included or other items, are or are not material, and no party Party shall use the fact of the setting forth of any such amount amounts or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item items or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures schedules, exhibits and the Disclosure Schedule to this Agreement are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each of Parent and Merger Sub hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedule concerning Sellerfor informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the Company and/or its Subsidiary are “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to be taken as relating to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties warranties; (iii) disclosures made for the purpose of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by any section or sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties section(s) is reasonably apparent on its face. The inclusion the face of information such disclosure; (iv) headings in the Disclosure Schedule shall have been inserted for reference only and will not be construed as deemed to modify or constitute an admission or agreement that a violation, right influence the interpretation of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such the information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected contained in the Disclosure Schedule are not necessarily limited or this Agreement; (v) no reference to matters required by this Agreement to be reflected or disclosure of any item or other matter in the Disclosure Schedule. Such additional matters are set forth Schedule will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for informational materiality for the purposes and do not necessarily include other matters of a similar nature. Neither this Agreement; (vi) no disclosure in the specifications Disclosure Schedule relating to any possible breach or violation of any dollar amount in agreement, law or regulation shall be construed as an admission or indication that any representation, warranty such breach or covenant contained in this Agreement nor violations exists or has actually occurred; and (vii) the inclusion of any specific matter, information or item in the Disclosure Schedule is intended will not be deemed to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth constitute an admission of any such amount or the inclusion of liability by Company to any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreementthird party.

Disclosure Schedule. The disclosures Seller and the Company have set forth certain information and other matters in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating in a section thereof that corresponds to the representations and warranties Section, or a portion of Sellersuch Section, the Company and its Subsidiary as to which it relates. Each item set forth in any section, or portion of a wholesection, notwithstanding the fact that of the Disclosure Schedule is arranged by sections shall be deemed to be disclosed only against the representation and warranty made in the corresponding to the sections in this Agreement Section, or that portion of a particular section Section, of this Agreement makes reference to a specific Agreement; provided, that if the relevance of any item, information or other matter set forth in any section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to any other section of the Disclosure Schedule is reasonably apparent from the face of such disclosure, then such item, information or other matter shall be deemed to be disclosed against such other section of the Disclosure Schedule, to regardless of whether such item, information or other matter is actually set forth (by cross-reference or otherwise) in such other section of the extent Disclosure Schedule. The Parties acknowledge and agree that (a) the relevance inclusion of any such disclosures item, information or other matter in the Disclosure Schedule that is not required by this Agreement to such be so included is solely for the convenience of the other representations and warranties is reasonably apparent on its face. The inclusion Party, (b) the disclosure by any Party of any item, information or other matter in the Disclosure Schedule shall not be construed as or deemed to constitute an admission or agreement acknowledgement by such Party that a violationsuch item, right of termination, default, Liability information or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information matter is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in disclosed by the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters terms of a similar nature. Neither the specifications of any dollar amount in any representationthis Agreement, warranty or covenant contained in this Agreement nor the inclusion of any specific item in (c) the Disclosure Schedule is intended qualified in its entirety by reference to imply that such amountspecific provisions of this Agreement, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in (d) the Disclosure Schedule is and the information and other matters contained therein are not intended to broaden or is constitute, and shall not material for purposes be construed as broadening or constituting, representations, warranties or covenants of any Party except as and to the extent provided in this Agreement or otherwise. FurtherAgreement, neither the specification (e) disclosure of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in on the Disclosure Schedule is intended to imply shall not constitute or be deemed an admission or indication that such item or matter, matter is material or other items or matters, are or are not in the ordinary course of businesswould have a Company Material Adverse Effect, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business imply a measure for materiality for purposes of this Agreement, and (f) no disclosure on the Disclosure Schedule relating to a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to shall be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by in separate sections corresponding to the numbered and lettered sections and subsections contained in this Agreement Agreement, and the information disclosed in any numbered or that a lettered section relate to and qualify only the particular representation or warranty 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 section of the Disclosure Schedule; or (b) it is reasonably apparent on the face of the disclosure that such information qualifies another representation or warranty in this Agreement makes reference to a specific Agreement. Headings have been inserted on each section of the Disclosure Schedule for convenience of reference only and notwithstanding that a particular representation and warranty may shall not make a reference to any extent have the Disclosure Schedule, to effect of amending or changing the extent the relevance express terms of any such disclosures to such other representations and warranties is reasonably apparent on its facethis Agreement. The inclusion of any information (including dollar amounts) in any section of the Disclosure Schedule shall not be construed as or constitute deemed to be an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement acknowledgment by the Company that such information is required to be listed in such section or is material to or outside the ordinary course of the business of the Company, its Subsidiary and/or Sellernor shall such information be deemed to establish a standard of materiality (and the actual standard of materiality may be higher or lower than the matters disclosed by such information). In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this the Agreement to be reflected in the Disclosure Schedule. Such Any such additional matters are set forth for informational purposes only and do not necessarily include (and shall not be deemed to include) other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant The information contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not materialdisclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party shall use hereto to any third party of any matter whatsoever (including, without limitation, any violation of applicable Legal Requirements or breach of Contract). In disclosing the fact information in the Disclosure Schedule, neither Seller nor the Company waives any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the setting forth of any such amount matters disclosed or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included discussed thereof. The information contained in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither in all events subject to the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Confidentiality Agreement.

Disclosure Schedule. The disclosures Disclosure Schedules to this Agreement are arranged in sections corresponding to those contained in this Agreement merely for convenience, and the disclosure of an item in one section or subsection of such Disclosure Schedule concerning SellerSchedules as an exception to any particular covenant, the Company and/or its Subsidiary are representation or warranty shall be deemed adequately disclosed as an exception with respect to be taken as relating to the all other covenants, representations and warranties of Seller, the Company and its Subsidiary as a wholeor warranties, notwithstanding the fact that the presence or absence of an appropriate section or subsection of such Disclosure Schedule is arranged by sections corresponding Schedules with respect to the sections such other covenants, representations or warranties or an appropriate cross-reference thereto, in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, each case to the extent the relevance relevancy of any such disclosures disclosure to such other covenants, representations and or warranties is reasonably apparent on its facethe face of such disclosure that such disclosed information is applicable thereto. The Additionally, for each of the Disclosure Schedules, the mere inclusion of information an item in the such Disclosure Schedule Schedules as an exception to a representation or warranty shall not be construed as or constitute deemed an admission or agreement that a violationacknowledgment, right in and of terminationitself and solely by virtue of the inclusion of such information in such Disclosure Schedules, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected listed in such Disclosure Schedules or that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance, that such item has had, or is expected to result in, a Target Material Adverse Effect, that such item actually constitutes noncompliance with, or a violation of, any Law, Authorization or Contract or other topic to which such disclosure is applicable or that such item is outside the Disclosure Scheduleordinary course of business. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications The specification of any dollar amount in any representation, warranty or covenant the representations and warranties contained in this Agreement nor or the inclusion of any specific item in the Disclosure Schedule Schedules is not intended to imply that such amount, amounts (or higher or lower amounts, or the item so included or other items, ) are or are not material, and no party Party shall use the fact of the setting forth of any such amount amounts or the fact of the inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the parties Parties as to whether any obligation, item item, or matter not described herein in this Agreement or included in the a Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item Capitalized terms used in the Disclosure Schedule is intended Schedules, unless otherwise defined therein, shall have the meanings assigned to imply that such item or matter, or other items or matters, are or are not them in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Sellerto this Agreement is arranged in sections corresponding to those contained in this Agreement merely for convenience, and the Company and/or its Subsidiary are disclosure of an item in one section or subsection of such Disclosure Schedule as an exception to any particular covenant, representation or warranty shall be taken deemed adequately disclosed as relating an exception with respect to the all other covenants, representations and warranties of Seller, the Company and its Subsidiary as a wholeor warranties, notwithstanding the fact that the presence or absence of an appropriate section or subsection of such Disclosure Schedule is arranged by sections corresponding with respect to the sections such other covenants, representations or warranties or an appropriate cross-reference thereto, in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, each case to the extent the relevance relevancy of any such disclosures disclosure to such other covenants, representations and or warranties is reasonably apparent on its facethe face of such disclosure. The Additionally, the mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violationSchedule, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is required to be listed in such Disclosure Schedule, that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance, that such item has had, or is expected to result in, a Material Adverse Effect, that such item actually constitutes noncompliance with, or a violation of, any Law, License or Contract or other topic to which such disclosure is applicable or that such item is outside the Companyordinary course of business; furthermore, its Subsidiary and/or Seller. In additionwithout limiting the generality of the foregoing, matters reflected in the mere inclusion of a Contract on Section 2.12 of the Disclosure Schedule are does not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedulemean that such Contract is a Material Contract. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications The specification of any dollar amount in any representation, warranty or covenant the representations and warranties contained in this Agreement nor or the inclusion of any specific item in the Disclosure Schedule is not intended to imply that such amount, amounts (or higher or lower amounts, or the item so included or other items, ) are or are not material, and no party Party shall use the fact of the setting forth of any such amount amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the parties Parties as to whether any obligation, item item, or matter not described herein or included in the a Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item Capitalized terms used in the Disclosure Schedule is intended Schedule, unless otherwise defined therein, shall have the meanings assigned to imply that such item or matter, or other items or matters, are or are not them in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures information set forth in each section or subsection in the Disclosure Schedule concerning Sellerto this Agreement (the “Disclosure Schedule”) shall be deemed to provide the information contemplated by, or otherwise qualify, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section provisions of this Agreement makes reference set forth in the corresponding section or subsection of this Agreement and any other section or subsection of this Agreement, if and to a specific the extent that it could reasonably be concluded that it applies to such other section or subsection of the Disclosure Schedule this Agreement and notwithstanding that a particular representation and warranty may not make a regardless of whether such section or subsection is qualified by reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company and shall not be deemed to expand in any way the scope or effect of any of such representations or warranties. Certain information set forth in the Disclosure Schedule is included solely for information purposes and may not be required to be disclosed pursuant to this Agreement. The inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations or warranties of the Company nor shall such information constitute an admission by any Party that such item constitutes an item, event, circumstance or agreement occurrence that is material to the Company and its Subsidiaries or constitutes a violation, right of termination, default, Liability or other obligation Material Adverse Effect. Disclosure of any kind exists allegations with respect to any itemalleged breach, nor shall it be construed as violation or constitute default under any contractual or other obligation, or any law, is not an admission or agreement that such information is material to the Companybreach, its Subsidiary and/or Sellerviolation or default has occurred. In additionHeadings, matters reflected subheadings and defined terms have been inserted in the Disclosure Schedule are for convenience of reference only and shall not necessarily limited to matters required by this Agreement to be reflected considered a part of or affect the construction or interpretation in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters Where the terms of a similar naturecontract or other item have been summarized or described in the Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract or other item, and, all such summaries and descriptions are qualified in their entirety by reference to the contract or item being summarized and/or described. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item The information provided in the Disclosure Schedule is intended being provided solely for the purpose of making disclosures to imply that such amountBuyer and Merger Sub under this Agreement. In disclosing this information, or higher or lower amounts, or the item so included or other items, are or are Company does not materialwaive, and no party shall use expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as work-product doctrine with respect to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item matters disclosed or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreementdiscussed therein.

Disclosure Schedule. The disclosures Disclosure Schedule is qualified in its entirety by reference to the specific provisions of this Agreement and is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Seller, except as and to the extent provided in this Agreement. The specification of any dollar amount in the representations or warranties (as applicable) contained in this Agreement or the inclusion of any specific item in the Disclosure Schedule concerning Selleris not intended to imply that such amounts, or higher or lower amounts, or the Company and/or its Subsidiary items so included, or other items, are or are not required to be taken as relating to disclosed or are within or outside of the representations ordinary course of business, and warranties none of Seller, the Company and its Subsidiary as a whole, notwithstanding parties hereto shall use the fact that of the setting forth of such amounts or the fact of the inclusion of any such item in the Disclosure Schedule is arranged by sections corresponding in any dispute or controversy with any party as to the sections whether any obligation, item or matter not included in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may is or is not make a reference required to the Disclosure Schedule, be disclosed (including whether such amounts or items are required to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information be disclosed as material) or in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right ordinary course of termination, default, Liability or other obligation business for the purposes of this Agreement. If any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected furnished in any section of the Disclosure Schedule is contained in this Agreement or in any section of the Disclosure Schedule, such information shall be deemed to be included in all sections of the Disclosure Schedule to the extent it is reasonably apparent that such information is applicable to such other section of the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither In no event shall any disclosure of such additional matters be deemed or interpreted to broaden or otherwise amend any of the specifications of any dollar amount in any representation, warranty covenants or covenant contained representations or warranties in this Agreement nor the inclusion of any specific item Agreement. The information contained in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business disclosed solely for purposes of this Agreement, and no information contained therein shall be deemed to be an admission by any party thereto to any third party of any matter whatsoever, including of any violation of law or breach of any agreement. Headings have been inserted in the sections of the Disclosure Schedule for the convenience of reference only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in this Agreement.

Disclosure Schedule. The disclosures Disclosure Schedule is 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 concerning Sellershall be deemed to refer to this entire Agreement, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that including the Disclosure Schedule. The Disclosure Schedule is has been arranged by for purposes of convenience in separately numbered sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific Agreement; however any information set forth in or incorporated into any section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference shall be deemed to be disclosed in any other section of the Disclosure Schedule, Schedule to the extent the relevance of any such disclosures to such other representations and warranties that (i) it is reasonably apparent on its facethe face of such disclosure that such information is relevant to such other section thereof or (ii) such information is cross-referenced in such other section thereof. The inclusion Any item of information in information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedule shall not (a) be construed used as a basis for interpreting the terms “material”, “Material Adverse Effect” or constitute other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) be deemed or interpreted to expand the scope of Company’s representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as third party of liability or constitute an admission or agreement that obligation regarding such information is material to the Company, its Subsidiary and/or Sellermatter. In addition, matters Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such ; such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications The specification of any dollar amount in any representation, warranty the representations or covenant warranties contained in this Agreement nor the inclusion of any specific item or included in the Disclosure Schedule is not intended to imply that such amountamounts, or higher or lower amounts, or the item so included amounts or other items, are or are not material, and no party hereto shall use the fact of the setting forth of any such amount or the inclusion of any such item amounts in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein therein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwiseAgreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item No disclosure in the Disclosure Schedule is intended relating to imply that such item any possible breach or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion violation of any agreement or Legal Requirement shall be construed as an admission or indication that any such items breach or matter in any dispute violation exists or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included has actually occurred. Capitalized terms used in the Disclosure Schedule is or is and not otherwise defined therein have the meanings given to them in the ordinary course of business for purposes of this Agreement.. 106

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as constitutes a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section part of this Agreement makes reference to a specific section and is incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Section of the Disclosure Schedule shall be deemed to be a disclosure made with respect to all of Seller’s representations, warranties and notwithstanding that covenants contained in this Agreement, regardless of whether or not a particular representation and warranty may not make a specific cross-reference to the Disclosure Schedule, is made thereto to the extent that the relevance of any such disclosures to such disclosure in any other representations and warranties Section is reasonably apparent on its facefrom the text of such disclosure in such Section of the Disclosure Schedule. The inclusion disclosure of information any matter in the Disclosure Schedule shall is not to be construed as or constitute deemed an admission by the Seller, or agreement that a violationotherwise imply, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information matter is material for purposes of this Agreement, gives rise to a material adverse effect or is outside the Company, its Subsidiary and/or Sellerordinary course of business. In addition, matters Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither All references in the specifications Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks among the Parties and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any Party by any Person who is not a Party, or give rise to any claim or benefit to any Person who is not a Party. In addition, the disclosure of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item matter in the Disclosure Schedule is intended not to imply be deemed an admission that such amountmatter actually constitutes noncompliance with, or higher a violation of any Legal Requirement, Order, license, permit or lower amounts, or the item so included Contract or other items, are or are not material, and no party shall use the fact of the setting forth of any topic to which such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included disclosure is applicable. The headings contained in the Disclosure Schedule is are for convenience of reference only and shall not be deemed to modify or is not material for purposes influence the interpretation of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant information contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.. New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Sellerwill be construed with, the Company and/or its Subsidiary are to be taken and as relating an integral part of, this Agreement to the representations and warranties of Seller, the Company and its Subsidiary same extent as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections if it were set forth verbatim in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its faceAgreement. The mere inclusion of information in the Disclosure Schedule shall as an exception to a representation, warranty, or covenant (a) will not be deemed an admission by any party that such information represents a material exception or a material fact, event, or circumstance or that such information has had or will have, individually or in the aggregate, a Material Adverse Effect and (b) will not constitute, or be deemed to be, an admission to any third party concerning such information. The provision of monetary or other quantitative thresholds for disclosure on the Disclosure Schedule does not and will not be deemed to create or imply a standard of materiality hereunder. The Disclosure Schedule is not intended to constitute, and will not be construed as constituting, representations or constitute an admission warranties of Seller or agreement that a violation, right of termination, default, Liability the Company except to the extent expressly provided in this Agreement and will not be deemed to expand in any way the scope or other obligation effect of any kind exists such representations or warranties. Any fact or item that is disclosed in any section of the Disclosure Schedule will be deemed to be disclosed in other parts of the Disclosure Schedule, where the relevance of such disclosure to such other parts of the Disclosure Schedule is reasonably apparent from the face of the disclosure in the part of the Disclosure Schedule where such disclosure appears. Disclosure of any allegations with respect to any itemalleged breach, nor shall it be construed as violation, or constitute default under any contractual or other obligation, or any Law, is not an admission or agreement that such information is material to the Companybreach, its Subsidiary and/or Sellerviolation, or default has occurred. In addition, matters reflected Headings and subheadings have been inserted in the Disclosure Schedule are for convenience of reference only and will not necessarily limited to matters required by this Agreement to be reflected in considered a part of or affect the construction or interpretation of the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters Any summary, list, or description of a similar nature. Neither the specifications of any dollar amount in any representation, warranty Contract or covenant contained in this Agreement nor the inclusion of any specific other item in the Disclosure Schedule is intended does not purport to imply that be a complete statement of the terms of such amountContract or other item, and all such summaries, lists, and descriptions are qualified in their entirety by reference to the Contract or item being summarized, listed, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included described. The information provided in the Disclosure Schedule is being provided solely for the purpose of making disclosures to Purchaser under this Agreement. In disclosing this information, Seller and the Company do not waive, and expressly reserve any rights under, any attorney-client privilege associated with such information or is not material for purposes any protection afforded by the work-product doctrine with respect to any of this Agreement the matters disclosed or otherwisediscussed therein. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item Capitalized terms used in the Disclosure Schedule is intended but not otherwise defined therein will have the meanings assigned to imply that such item or matter, or other items or matters, are or are not terms in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such To the extent any such additional matters are set forth included, they are included for informational purposes and do not necessarily include other matters of a similar nature. Headings and subheadings have been inserted in the Disclosure Schedule for convenience of reference only and shall not have the effect of amending or changing the express description thereof as set forth in this Agreement. Disclosure of any fact or item in this Agreement or the Disclosure Schedule referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section in this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure would apply to such other Sections. Neither the specifications specification of any dollar amount in any representation, warranty or covenant the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amountamounts, or higher or lower amounts, or the item so included or other items, are or are not materialmaterial or are within or outside the ordinary course of business, and no party Party shall use the fact of the setting forth of any such amount amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the parties Parties as to whether any obligation, item or matter is or is not described herein required to be disclosed (including, whether such amounts or included items are or are not material), or may constitute an event or condition which could be considered to have a Company Material Adverse Effect. No matter or item disclosed on the Disclosure Schedule admitting or indicating a possible breach or violation of any contract, law or order shall be construed as an admission or indication that an actual breach or violation exists, has actually occurred or will occur. The Parties do not assume any responsibility to any Person that is not a Party to this Agreement for the accuracy of any information set forth in the Schedules. Subject to applicable law, the information on the Disclosure Schedule is or is not material disclosed in confidence for the purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained contemplated in this Agreement nor and is subject to the inclusion confidentiality provisions of any specific item other agreements, including the Confidentiality Agreement. Moreover, in disclosing the information in the Disclosure Schedule is intended Schedule, each Party expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item matters disclosed or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreementdiscussed therein.

Disclosure Schedule. The disclosures parties hereto agree that any reference in a particular Section of the Disclosure Schedule concerning Seller, the Company and/or its Subsidiary are shall be deemed to be taken an exception to (or, as relating to applicable, a disclosure for purposes of) (a) the representations and warranties of Seller(or covenants, the Company and its Subsidiary as a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section applicable) of the Disclosure Schedule Sellers that are contained in Article III and notwithstanding that a particular representation Article IV and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of (b) any such disclosures to such other representations and warranties (or covenants, as applicable) of the Sellers that are contained in Article III and Article IV if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants) is reasonably apparent on its faceapparent. The inclusion parties acknowledge and agree that (i) the Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of information the Buyers, (ii) the disclosure by the Sellers of any matter in the Disclosure Schedule shall not be deemed to constitute an acknowledgment by the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter meets a dollar or other threshold or is material or has had or would reasonably be expected to have a Company Material Adverse Effect, (iii) the Disclosure Schedule and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Sellers except as and to the extent provided in this Agreement (and nothing contained in the Disclosure Schedule shall in any event expand the scope of any representation, warranty, covenant or agreement contained in this Agreement or constitute or be deemed to constitute a representation, warranty, covenant or agreement), (iv) no disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement or applicable Law shall be construed as an admission or agreement indication that a violationany such breach or violation exists or has actually occurred and (v) summaries or descriptions of contracts, right of termination, default, Liability agreements or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected documents contained in the Disclosure Schedule are not necessarily limited to matters required qualified in their entirety by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representationsuch contracts, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included agreements or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreementdocuments themselves.

Disclosure Schedule. The disclosures All references to this Agreement herein or in any of the Disclosure Schedule concerning Sellerwill be deemed to refer to this entire Agreement, the Company and/or its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as a whole, notwithstanding the fact that the including all Disclosure Schedule. The Disclosure Schedule is have been arranged by for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; provided, however, any item disclosed in any part, subpart, Section or subsection of the Disclosure Schedule referenced by a particular Section or subsection in this Agreement will be deemed to have been disclosed with respect to every other Section and subsection in this Agreement if the relevance of such disclosure to such other Section or subsection is reasonably apparent, notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedule will not (a) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or that to establish a particular section standard of this Agreement makes reference to materiality, (b) represent a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent the relevance of any such disclosures to such other representations and warranties is reasonably apparent on its face. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement determination that such information is material to the Company, its Subsidiary and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter did not described herein or included arise in the Disclosure Schedule is Ordinary Course of Business, (c) be deemed or is not material for purposes interpreted to expand the scope of this Agreement the Sellers’ representations and warranties, obligations, covenants, conditions or otherwise. Furtheragreements contained herein, neither the specification (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) constitute, or be deemed to constitute, an admission to any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that third party concerning such item or matter, or other items (f) constitute, or mattersbe deemed to constitute, are an admission or are not indication by the Sellers or Buyer that such item meets any or all of the criteria set forth in this Agreement for inclusion in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included Disclosure Schedule. No reference in the Disclosure Schedule to any Contract will be construed as an admission or indication that such Contract is enforceable or is not in effect as of the date hereof or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure in the ordinary course Disclosure Schedule relating to any possible breach or violation of business for purposes of any Contract or Legal Requirement will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedule and not otherwise defined therein have the meanings given to them in this Agreement.

Disclosure Schedule. The disclosures in the Disclosure Schedule concerning Seller, the Company and/or any of its Subsidiary are to be taken as relating to the representations and warranties of Seller, the Company and its Subsidiary as Subsidiaries referenced by a whole, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections particular Section in this Agreement or that a particular section of shall be deemed to have been disclosed with respect to every other Section in this Agreement makes reference to a specific section of the Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedule, to the extent that it is readily apparent from the relevance face of any such disclosures disclosure that such disclosure would apply to such other representations and warranties is reasonably apparent on its faceSections. The inclusion of information in the Disclosure Schedule shall not be construed as or constitute an admission or agreement that a violation, right of termination, default, Liability liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company, any of 67 its Subsidiary Subsidiaries and/or Seller. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement or otherwise. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy involving any of the parties hereto as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement.