Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 3 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Social Leverage Acquisition Corp I)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in of this Agreement. Each item disclosed in ; provided that each section or subsection of the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also Schedules will be deemed to be constructively incorporate by reference any information disclosed against any representation or set forth warranty in any other section in such or subsection of the Disclosure Schedule relating to other sections of this Agreement Schedules to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement it is reasonably apparent from on the face of such disclosure that it is applicable to qualify such disclosure also qualifies or applies to, or is disclosed for representation and warranty. Capitalized terms used in the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall Schedules and not be construed otherwise defined therein have the meanings given to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms them in this Agreement. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules shall or the attached exhibits is not constitute an admission by intended to imply that the Company amounts, or Parenthigher 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 applicablematerial or threatened) or are within or outside of the ordinary course of business consistent with past practice, that such 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, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not materialrequired to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business consistent with past practice. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contractIn addition, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained matters reflected in the Disclosure Schedules are intended only not necessarily limited to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and shall do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules will be deemed to expand broaden in any way the scope of the Parties’ representations and warranties. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or effect therein will be deemed to be an admission by any Party to any third party of any such representationsmatter whatsoever, warranties including any violation of Law or covenantsbreach of Contract.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Bed Bath & Beyond Inc), Asset Purchase Agreement (OVERSTOCK.COM, Inc), Asset Purchase Agreement (Bed Bath & Beyond Inc)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Radiancy Disclosure Schedule (collectively, the “Disclosure Schedules”) constitutes a part of this Agreement and the Exhibits and Schedules attached hereto and thereto shall be construed with, and is incorporated into this Agreement for all purposes as an integral part of, this Agreementif fully set forth herein. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed disclosure made in the applicable DSKX Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for be organized by reference to the purposes of, the representations and warranties (or covenants, as applicable) Section of this Agreement to which it makes reference and applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall also be deemed to be constructively disclosed or set forth disclosures made with respect to all representations and warranties in any other section in such Disclosure Schedule relating to other sections Article III of this Agreement with respect to the extent a cross-reference which such disclosure reasonably relates if it is expressly made to readily apparent that such other section in such Disclosure Schedule or disclosure would be applicable thereto. Except to the extent that the relevance context otherwise explicitly requires, the disclosure of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed or matter in any the Radiancy Disclosure Schedule shall not in and of itself be construed taken as an indication of the materiality thereof or the level of materiality that is applicable to mean any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such information is required disclosure would be applicable thereto. Except to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting extent that the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedules Schedule shall not constitute in and of itself be taken as an admission by indication of the Company materiality thereof or Parent, as applicable, the level of materiality that such item is or is not material. No disclosure in any Disclosure Schedule relating applicable to any possible breach representation or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantswarranty set forth herein.
Appears in 3 contracts
Samples: HTM Agreement and Plan of Merger And, Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Photomedex Inc)
Disclosure Schedules. The Company Disclosure Schedule, schedules referenced herein the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) have been arranged, for purposes of convenience only, as separate parts corresponding to the sections of ARTICLE III and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, ARTICLE IV of this Agreement. Each capitalized term used Any information set forth in any Exhibitpart of the Disclosure Schedules will be deemed to be disclosed and incorporated by reference in each of the other parts of each such Schedule to the extent its applicability to such other Schedule is reasonably apparent on its face (whether or not specific cross-references are made), Schedule or Disclosure Schedule but not otherwise defined therein shall and will be defined as deemed to qualify and limit all representations and warranties of the Seller and Parent set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding No reference to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item matter in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall will be construed as an admission or indication that such item or other matter is material (nor will it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. The information set forth in the Disclosure Schedules is disclosed solely for the purposes of this Agreement, and no information set forth therein will be deemed to be an admission by any part to this Agreement to any third party of any matter whatsoever, including of any violation of law or breach or violation exists or has actually occurredof any agreement. The Disclosure Schedules and the information and disclosures contained in the Disclosure Schedules therein are intended only to qualify or provide disclosure for and limit the purposes of the applicable representations, warranties and covenants of the Seller and Parent contained in this Agreement and shall will not (and will not be deemed construed to) expand or increase any of the representations, warranties, or covenants of Seller and Parent. Nothing in the Disclosure Schedules is intended to expand in any way broaden the scope or effect of any such representations, warranties representation or covenantswarranty contained in this Agreement or create any covenant. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes and do not necessarily include other matters of similar nature.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Surgalign Holdings, Inc.), Equity Purchase Agreement (Xtant Medical Holdings, Inc.)
Disclosure Schedules. The Company Disclosure ScheduleExcept with respect to any Supplemental Disclosure, which is governed by Section 7.5, the Parent disclosure of any matter in any section or subsection of the Contributor Disclosure Schedule or the SEP Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed withdeemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, and as an integral part ofexception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to SEP and its Representatives or Contributor and its Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 2 contracts
Samples: Contribution Agreement (Spectra Energy Partners, LP), Contribution Agreement
Disclosure Schedules. The Company Matters reflected in the Analysts Disclosure Schedule and the Horizons Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedules. Such additional matters may be set forth for informational purposes, do not necessarily include other matters of a similar nature that are not required to be reflected in such Disclosure Schedules, and do not establish any standard or definition of materiality. A disclosure made by a party in any Section of this Agreement or its Disclosure Schedule that is sufficient to reasonably inform such party of information required to be disclosed in another Section of this Agreement or such party’s Disclosure Schedule in order to avoid a misrepresentation thereunder shall be deemed to have been made with respect to the other Section of this Agreement or such party’s Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached . The parties hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as acknowledge that certain matters set forth in this Agreement. The the Disclosure Schedules have been arranged are included for information purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they would not be required to be set forth therein by the terms of this Agreement and that disclosure of such matters shall not be taken as an admission by either Analysts or Horizons that such disclosure is required to be made under the terms of any provision of this Agreement and in numbered no event shall the disclosure of such matters be deemed or interpreted to broaden or otherwise amplify the representations and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections warranties contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed Any matter required to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule that was not disclosed therein but was disclosed in another Disclosure Schedule shall not be construed deemed to mean that such information is required to be have been disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any correct Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide the extent the non-disclosing party actually understood the disclosure for the purposes of the applicable representationsrequired, warranties and covenants contained in this Agreement and but shall not be deemed to expand have been otherwise disclosed. Any Disclosure Schedule required to be attached hereto and not attached shall be deemed to state: “None.” Notwithstanding anything to the contrary in any way Disclosure Schedule or cover page to the scope or effect of Disclosure Schedules, to the extent any such representationsprovision(s) thereof conflict with this Section 10.15, warranties or covenantsthis Section 10.15 controls.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Horizons Corp), Agreement and Plan of Merger (Analysts International Corp)
Disclosure Schedules. The Company Disclosure ScheduleExcept with respect to any Supplemental Disclosure, which is governed by Section 6.5, the Parent disclosure of any matter in any section or subsection of the SE Corp Disclosure Schedule or the SEP Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed withdeemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, and as an integral part ofexception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 10.9 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to SEP and its Representatives or SE Corp and its Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 2 contracts
Samples: Omnibus Agreement (Spectra Energy Corp.), Contribution Agreement
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in of this Agreement. Each Any item or matter disclosed in any section or subsection of the applicable Disclosure Schedule Schedules shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed disclosed with respect to be constructively disclosed or set forth in any other section in such or subsection of the Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or Schedules to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another matter to such other section of this Agreement or subsection is reasonably apparent from on the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreementdisclosure. The fact that specification of any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and dollar amount or the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or the attached exhibits is not intended to imply that the 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, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not constitute an admission by set forth or included in this Agreement, the Company Disclosure Schedules or Parent, as applicable, that such item exhibits is or is not materialrequired to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contractIn addition, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained matters reflected in the Disclosure Schedules are intended only not necessarily limited to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. No information set forth in the Disclosure Schedules shall not be deemed to expand broaden in any way the scope or effect 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 a summary only and is qualified in its entirety by the terms of such representationsagreement, warranties document, instrument, plan, arrangement or covenantsitem to the extent made available to Investor. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall 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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Firstenergy Corp), Purchase and Sale Agreement (Firstenergy Corp)
Disclosure Schedules. The Company These Disclosure ScheduleSchedules are provided in connection with that certain Contribution and Sale Agreement, the Parent Disclosure Schedule dated as of April 1, 2014 (collectively, the “Disclosure SchedulesAgreement”) ), by and among Tallgrass Energy Partners, LP, a Delaware limited partnership (the Exhibits and Schedules attached hereto and thereto shall be construed with“Partnership”), and as an integral part ofTallgrass Operations, this AgreementLLC, a Delaware limited liability company (“Operations”), and, for certain limited purposes, Tallgrass Development, LP, a Delaware limited partnership (“Development”). Each capitalized term Capitalized terms used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein herein shall be defined as have the respective meanings set forth in this the Agreement. The information disclosed in these Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding is intended to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, qualify the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representationsrepresentations and warranties on the part of Operations and Development. Nothing in these Disclosure Schedules constitutes an admission of any liability or obligation of Operations or Development to any third person, warranties or covenants.an admission to any third person against the interest of Operations or Development. Descriptions or references of particular contracts, agreements, notices or similar documents herein are qualified in their entirety by reference to such documents. The disclosure of any item or information in these Disclosure Schedules shall not be construed as an admission that such item or information is material to Operations or Development, and any inclusion in these Disclosure Schedules shall not be used in any dispute or controversy between the parties to the Agreement to determine whether any obligation, item or matter (whether or not included in these Disclosure Schedules or described in the Agreement) is or is not material for purposes of the Agreement. In disclosing the information in these Disclosure Schedules, Operations and Development do not waive any attorney-client privilege associated with any such information or any protection afforded by the “work product doctrine” with respect to any of the matters disclosed or discussed herein. Operations and Development disclose the following items (each item is numbered to correspond with the relevant Section of the Agreement); provided that the disclosures in any section or subsection of these Disclosure Schedules shall qualify the disclosure in other sections and subsections only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The headings contained in these Disclosure Schedules are for convenience of reference only and shall not be deemed to modify or affect the interpretation of the information contained in these Disclosure Schedules. * * * Schedule 3.3
Appears in 2 contracts
Samples: Contribution and Sale Agreement, Contribution and Sale Agreement (Tallgrass Energy Partners, LP)
Disclosure Schedules. The Company Disclosure Schedule, Disclosures on the Parent Purchaser Disclosure Schedule (collectively, or the “SALIC Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto Schedule shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in sections corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in of this Agreement. Each item disclosed in the applicable , and any disclosure set forth on any section of a Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in by the party hereto delivering such Disclosure Schedule relating for all sections of this Agreement and all other sections of such Disclosure Schedule to the extent that it is readily apparent that such disclosure is applicable to such other sections of this Agreement to or such other sections of such Disclosure Schedule; provided, however, that no disclosure shall qualify any SALIC Fundamental Rep or Purchaser Fundamental Rep unless it is set forth in the extent a cross-reference is expressly made specific Disclosure Schedule, or the section or subsection of the Disclosure Schedule, corresponding to such other section SALIC Fundamental Rep or Purchaser Fundamental Rep. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that inclusion of any item of information is disclosed in any section of a Disclosure Schedule shall not be construed deemed to mean be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as listed in any section of such Disclosure Schedule or that any such matter rises to a basis for interpreting the terms “material” SALIC Material Adverse Effect or “Company Purchaser Material Adverse Effect,” “Parent Material Adverse Effect” , as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar terms nature. All references in a 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 between Purchaser and SALIC and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against either party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The inclusion disclosure in a Disclosure Schedule of any item in the Disclosure Schedules shall not constitute an admission by the Company allegation, threat, notice or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and other communication shall not be deemed to expand in any way include disclosure of the scope or effect truth of the matter communicated. In addition, the disclosure of any matter in a Disclosure Schedule is not to be deemed an admission that such representationsmatter actually constitutes noncompliance with, warranties or covenantsa violation of Applicable Law, any Order or Governmental Authorization or Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule or, in the case of SALIC, the Electronic Data Rooms, be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement by And, Stock Purchase Agreement
Disclosure Schedules. The Company Each of Seller and Buyer will use its Best Efforts to arrange Seller’s Disclosure Schedule and Buyer’s Disclosure Schedule in sections corresponding to the numbered sections of Articles 3 and 4, as applicable, and to ensure that statements in such disclosure schedules relate only to the provisions in the Section of this Agreement which they expressly address and not to any other provision. Nothing in such disclosure schedules will be adequate to disclose an exception to any representation or warranty made in Article 3 or Article 4 unless the applicable disclosure schedule identifies the exception with reasonable particularity and describes the facts relating to such exception in reasonable detail. Notwithstanding the Best Efforts of Seller, if and to the extent any information required to be furnished in the Seller’s Disclosure Schedule or any other schedule hereto is contained in this Agreement or in the Seller Disclosure Schedule, the Parent Buyer’s Disclosure Schedule (collectivelyor any updates thereto, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto such information shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth included in any other section all Schedules in such Disclosure Schedule relating which the information is required to other sections of this Agreement be included to the extent a cross-reference the disclosure is expressly made to such other section reasonably apparent on its face. The inclusion of any information in such the Seller’s Disclosure Schedule, the Buyer’s Disclosure Schedule or to the extent that the relevance of such item as an exception to, any updates hereto or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such any other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed deemed to mean be an admission or acknowledgement that such information is required by the terms hereof to be disclosed hereby. Such information or is material to or is outside the Ordinary Course of Business of the Acquired Companies and the dollar thresholds set forth herein shall not be used as a basis for interpreting KES Business. In the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion event of any item inconsistency between the statements in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation body of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed those in such disclosure schedules (other than an exception expressly set forth as such in a disclosure schedule with respect to expand a specifically identified representation or warranty), the statements in any way the scope or effect body of any such representations, warranties or covenantsthis Agreement will control.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Knowles Electronics Holdings Inc)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Photomedex Technology Disclosure Schedule (collectively, the “Disclosure Schedules”) constitutes a part of this Agreement and the Exhibits and Schedules attached hereto and thereto shall be construed with, and is incorporated into this Agreement for all purposes as an integral part of, this Agreementif fully set forth herein. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed disclosure made in the applicable DSKX Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for be organized by reference to the purposes of, the representations and warranties (or covenants, as applicable) Section of this Agreement to which it makes reference and applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall also be deemed to be constructively disclosed or set forth disclosures made with respect to all representations and warranties in any other section in such Disclosure Schedule relating to other sections Article III of this Agreement with respect to the extent a cross-reference which such disclosure reasonably relates if it is expressly made to readily apparent that such other section in such Disclosure Schedule or disclosure would be applicable thereto. Except to the extent that the relevance context otherwise explicitly requires, the disclosure of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed or matter in any the Photomedex Technology Disclosure Schedule shall not in and of itself be construed taken as an indication of the materiality thereof or the level of materiality that is applicable to mean any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such information is required disclosure would be applicable thereto. Except to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting extent that the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedules Schedule shall not constitute in and of itself be taken as an admission by indication of the Company materiality thereof or Parent, as applicable, the level of materiality that such item is or is not material. No disclosure in any Disclosure Schedule relating applicable to any possible breach representation or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantswarranty set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Photomedex Inc)
Disclosure Schedules. (a) The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and are a material part of this Agreement as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as if fully set forth in this Agreement. The Disclosure Schedules have been arranged in numbered Agreement and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for and limit the purposes of the applicable representations, warranties and covenants of the Sellers contained in this Agreement Agreement, and shall will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Parent hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedules for 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 “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iv) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (v) no reference to or disclosure of any item or other matter in the Disclosure Schedules 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 Schedules or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (vi) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (vii) the inclusion of any matter, information or item in the Disclosure Schedules will not be deemed to constitute an admission of any liability by Seller to any third party; and (viii) summaries of or references to any written document in the Disclosure Schedules do not purport to be complete and are qualified in their entirety by the written documents themselves; provided, that Parent, Merger Sub and their representatives have been provided with reasonable access to such documents at least three (3) Business Days prior to the Closing Date.
Appears in 1 contract
Disclosure Schedules. The Company Disclosure Schedule, Parties acknowledge and agree that (i) the Parent Disclosure Schedule (collectively, the term “Disclosure Schedules”) and ” refers to the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged provided by Seller in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception response to, or as applicableto set forth qualifications or exceptions to, disclosure for the purposes of, the Seller’s representations and warranties in Article V, (or covenantsii) the term “Schedule” refers to the other Schedules to this Agreement and (iii) unless expressly stated therein, as applicable) to which it makes reference and disclosures on any such Schedule shall also not be deemed to be constructively disclosed or set forth on any of the Disclosure Schedules, and disclosures on any of the Disclosure Schedules shall not be deemed to be disclosed on any such Schedule, for any purpose hereof. Subject to the next sentence, each item of information disclosed in any a particular Section of the Disclosure Schedules shall be deemed incorporated into, and disclosed on, each other section in such Section of the Disclosure Schedule relating to other sections of this Agreement Schedules to the extent a cross-reference is expressly made to such other section disclosure sets forth facts in such Disclosure Schedule or to the extent sufficient detail so that the relevance of the disclosure to such item other Section would be reasonably apparent on its face to a reader of such disclosure. Notwithstanding the previous sentence or any other provision herein to the contrary, (i) the disclosures on Section 5.8 of the Disclosure Schedules shall not be treated as an exception to, disclosed with respect to any other Disclosure Schedule or as applicable, disclosure for the purposes of, another any section of this the Agreement is reasonably apparent from other than Section 5.8, (ii) the face disclosures on Section 5.9 of such disclosure that such disclosure also qualifies the Disclosure Schedule, if any, shall not be treated as disclosed with respect to any other Disclosure Schedule or applies to, or is disclosed for the purposes of, such any other section of this Agreementthe Agreement other than Section 5.9, (iii) only those disclosures, if any, expressly set forth on Section 5.8 of the Disclosure Schedules (and not any disclosures on any other Disclosure Schedule) shall be treated as disclosed with respect to Section 5.8 hereof and (iv) only those disclosures, if any, expressly set forth on Section 5.9 of the Disclosure Schedules (and not any disclosures on any other Disclosure Schedule), shall be treated as disclosed with respect to Section 5.9 hereof. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion listing of any item disclosure in the Disclosure Schedules shall not constitute an admission by any acknowledgement regarding the Company or Parent, as applicable, that materiality of such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurreddisclosure. The headings contained in the Disclosure Schedules are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules are intended only or this Agreement. The Disclosure Schedules may contain information not required to qualify be disclosed pursuant to the Agreement, and the disclosure of a particular item of information in the Disclosure Schedules shall not be taken as an admission by Seller that the disclosure is required to be made under the terms of any such representation or provide disclosure warranty. Any such non-required information is included solely for informational purposes, and the purposes inclusion of the applicable representations, warranties and covenants contained in this Agreement and such information shall not be deemed to expand enlarge, enhance, or diminish any of the representations or warranties of the Seller in or otherwise alter in any way the scope terms of the Agreement. Nothing in the Disclosure Schedules hereto shall be deemed adequate to disclose an exception to a representation or effect warranty made herein unless the Disclosure Schedules identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of any such representationsthe foregoing, warranties the mere listing (or covenants.inclusion of a copy) of a document or other item on a Disclosure Schedule shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty requires the listing of the document or other item itself). * * * *
Appears in 1 contract
Disclosure Schedules. The Company Disclosures on the Purchaser Disclosure Schedule, Schedule or the Parent Seller Disclosure Schedule (collectivelyeach, the a “Disclosure SchedulesSchedule”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in sections corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in of this Agreement. Each item disclosed in the applicable , and any disclosure set forth on any section of a Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in by the party hereto delivering such Disclosure Schedule relating only for the section of this Agreement corresponding to the section of the Disclosure Schedule and all other sections of this Agreement to the extent a cross-reference that it is expressly made reasonably apparent that such disclosure is applicable to such other section sections of this Agreement. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that inclusion of any item of information is disclosed in any section of a Disclosure Schedule shall not be construed deemed to mean be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as listed in any section of such Disclosure Schedule or that any such matter rises to a basis for interpreting the terms “material” Purchaser Material Adverse Effect or “Company Material Adverse Effect,” “Parent Material Adverse Effect” , as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a 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 between the Purchaser Parties, on the one hand, and Seller, on the other hand, and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other similar terms communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, the disclosure of any matter in a Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. The inclusion of any item No reference in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any a Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall by itself be construed as an admission or indication that any such breach a Contract or violation exists other document is enforceable or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes effect as of the applicable representations, warranties and covenants contained date hereof except to the extent provided in this Agreement Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the terms or conditions of such Contract or other document and shall not be deemed to expand such reference, summary or description is qualified in any way its entirety by the scope specific terms and conditions of such Contract or effect of any such representations, warranties or covenantsother document.
Appears in 1 contract
Disclosure Schedules. The Company Disclosure ScheduleSchedules have been prepared in separately titled sections corresponding to sections of this Agreement for purposes of convenience; provided, that each section of the Parent Disclosure Schedule (collectively, Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the “Disclosure Schedules to the extent it is reasonably apparent on its face that such information applies to such other section of the Disclosure Schedules”) . The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the Exhibits and meaning or interpretation of the information set forth in the Disclosure Schedules attached hereto and thereto shall be construed with, and as an integral part of, or this Agreement. Each capitalized term Capitalized terms used in any Exhibit, Schedule or the Disclosure Schedule but Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount in any of the representations and warranties contained in this Agreement or the disclosure of any item in any of Disclosure Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so disclosed, 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, and no Party shall use the fact of the specification of any such amount or the fact of any such disclosure of any item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Disclosure Schedule is or is not required to be defined disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. No disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, nor (except as expressly set forth in this Agreement) shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item Items disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall may not constitute an admission be limited to matters required by the Company or Parent, as applicable, that such item is or is not materialthis Agreement to be disclosed therein and may be included solely for informational purposes. No disclosure item disclosed in any of the Disclosure Schedule Schedules relating to any possible breach or violation of any contract, Contract or Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and All of the information contained in the Disclosure Schedules are intended only shall be kept confidential by the Parties in accordance with the Confidentiality Agreements. Moreover, in disclosing the information in the Disclosure Schedules, no Seller waives any attorney-client privilege or work product protection associated with such information with respect to qualify or provide disclosure for the purposes any of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.matters disclosed therein. 108
Appears in 1 contract
Disclosure Schedules. The Company All capitalized terms not defined in the Disclosure Schedule, Schedules shall have the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth meanings assigned to them in this Agreement. The Disclosure Schedules have been shall, for all purposes in this Agreement, be arranged in numbered and lettered sections parts and subsections subparts corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule Schedules shall constitute an exception toto or, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes express reference and shall also be deemed to be constructively disclosed or set forth for the purposes of every other part in any other section in such the Disclosure Schedule Schedules relating to other sections of the representations and warranties (or covenants, as applicable) set forth in this Agreement to the extent a cross-reference within the Disclosure Schedules is expressly made to such other section part in such the Disclosure Schedule or Schedules, as well as to the extent that the relevance of such item as an exception toto or, or as applicable, disclosure for the purposes of, another such other section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreementdisclosure. The fact that listing of any item of information is disclosed in any matter on the Disclosure Schedule Schedules shall not be construed deemed to mean constitute an admission by Seller, or to otherwise imply, that any such information matter is material, is required to be disclosed hereby. Such information and the dollar by Seller under this Agreement or falls within relevant minimum thresholds or materiality standards set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item No disclosure in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation by Seller of any contract, Contract or Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and In no event shall the information contained listing of any matter in the Disclosure Schedules are intended only be deemed or interpreted to qualify or provide disclosure for expand the purposes scope of the applicable representations, warranties and warranties, covenants contained or agreements set forth in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsAgreement.
Appears in 1 contract
Disclosure Schedules. The Company Disclosure ScheduleExcept with respect to any Disclosed Additional Matter, which is governed by Section 6.7, the Parent disclosure of any matter in any section or subsection of the Disclosure Schedules shall be deemed to be a disclosure under the Disclosure Schedules for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule (collectively, are arranged in sections corresponding to the “Disclosure Schedules”) numbered and the Exhibits lettered sections and Schedules attached hereto and thereto shall be construed with, and as an integral part of, subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate, and any information set forth in one section or subsection of such disclosure schedule shall be defined deemed to apply to each other section or subsection thereof or hereof to which its relevance could reasonably be expected to be pertinent. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 12.16 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to the Buyer and its representatives or the Seller and its representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the Sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anixter International Inc)
Disclosure Schedules. The Company Disclosure ScheduleExcept with respect to any Schedule Updates, which are governed by Section 6.6, the Parent disclosure of any matter in any section or subsection of the HoldCo Disclosure Schedule or the MLP Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed with, and deemed to be a disclosure under the respective Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere disclosure of any matter or item on a Disclosure Schedule as an integral part ofexception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the transactions contemplated hereby require the consent of any Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 11.6 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to the Transferee and their Representatives or HoldCo and its Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Contribution Agreement (DCP Midstream Partners, LP)
Disclosure Schedules. The Company Disclosure Schedule, With respect to the Parent Disclosure Schedule schedules referenced in Article II of this Agreement (collectively, the “Disclosure Schedules”) ), Company shall prepare a separate schedule for each representation and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreementwarranty in Article II that references a schedule. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein such separate schedule shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered a heading expressly referencing the section number and lettered sections representation and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) warranty to which it makes reference and shall also be deemed relates. All section headings in the Disclosure Schedules correspond to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other the sections of this Agreement to Agreement, but information provided in any section of the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, Schedules shall constitute disclosure for the purposes of, another of each section of this Agreement where it is reasonably apparent from on the face of such the disclosure that such disclosure also information qualifies under another provision of the Disclosure Schedules or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed Unless the context otherwise requires, all capitalized terms used in any the Disclosure Schedule Schedules shall not be construed have the respective meanings assigned to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion Certain information set forth in the Disclosure Schedules is included solely for informational purposes, and may not be required to be disclosed pursuant to this Agreement. No reference to or disclosure of any item or other matter in the Disclosure Schedules shall not constitute be construed as an admission by the Company or Parent, as applicable, indication that such item or other matter is required to be referred to or is not materialdisclosed in the Disclosure Schedules. No disclosure in any the Disclosure Schedule Schedules relating to any possible breach or violation of any contract, agreement or Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the inclusion of any information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand be an admission or acknowledgment by Seller that in and of itself, such information is material to or outside the ordinary course of the business or is required to be disclosed on the Disclosure Schedules. No disclosure in the Disclosure Schedules shall be deemed to create any rights in any way the scope or effect of any such representations, warranties or covenantsthird party.
Appears in 1 contract
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as information set forth in this Agreement. The each section or subsection of the Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding shall be deemed to provide the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception toinformation contemplated by, or as applicable, disclosure for the purposes ofotherwise qualify, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or of any of the Seller Parties set forth in the corresponding section or subsection of this Agreement and any other section in such Disclosure Schedule relating to other sections or subsection of this Agreement Article IV or Article V, but only to the extent a cross-reference that it is expressly made readily apparent on the face of the disclosure without any independent knowledge of the reader that it applies to such other section or subsection, as applicable. All section headings in such the Disclosure Schedule or Schedules correspond to the extent that sections or subsections of this Agreement, but information provided in any section or subsection of the relevance of such item as an exception to, or as applicable, Disclosure Schedules shall constitute disclosure for the purposes of, another of each other section or subsection of this Agreement where such information is reasonably readily apparent from on the face of such the disclosure without any independent knowledge of the reader that such disclosure also qualifies or it applies to, or is disclosed for the purposes of, to such other section of this Agreementor subsection, as applicable. The fact that any item of information is disclosed Unless the context otherwise requires, all capitalized terms used in any the Disclosure Schedule Schedules shall not be construed have the respective meanings assigned to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item Certain information set forth in the Disclosure Schedules shall is included solely for informational purposes, and may not constitute an admission by the Company or Parent, as applicable, that such item is or is not materialbe required to be disclosed pursuant to this Agreement. No disclosure in any the Disclosure Schedule Schedules relating to any possible breach or violation of any contract, agreement or Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the inclusion of any information contained in the Disclosure Schedules are intended only shall not be deemed to qualify be an admission or provide disclosure for acknowledgment by any Seller that, in and of itself, such information is material to or outside the purposes ordinary course of the applicable representations, warranties and covenants contained business or is required to be disclosed on the Disclosure Schedules. No disclosure in this Agreement and the Disclosure Schedules shall be deemed to create any rights in any third party. The Disclosure Schedules shall not be deemed to expand in any way the scope or effect of any such representations, representation or warranties or covenantsin the Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Janus International Group, Inc.)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections Sections and subsections contained in this Agreement. Each item , and the information disclosed in the applicable Disclosure Schedule any numbered or lettered part shall constitute an exception to, or as applicable, disclosure for the purposes of, the be deemed to relate to and to qualify other representations and warranties (only to the extent the applicability of such disclosure to such other representations and warranties is readily apparent on its face. If there is any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules, the statements in the body of this Agreement shall control. The information contained in this Agreement and the Disclosure Schedules attached hereto is disclosed solely for purposes of this Agreement, and no information contained herein or covenants, as applicable) to which it makes reference and therein shall also be deemed to be constructively an admission by any Party to any third party of any matter whatsoever (including any violation of Law or breach of contract). Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosures contained in any section of the Disclosure Schedules shall be deemed to be disclosed or and incorporated by reference in any other Section of the Disclosure Schedules as though fully set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreementthe Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in any section of the Disclosure Schedule Schedules shall not be construed to mean that such information is required to be disclosed herebyby this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item Any capitalized term used in the Disclosure Schedules shall and not constitute an admission by otherwise defined therein has the Company or Parent, as applicable, that meaning given to such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained term in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sunoco LP)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, to this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been Agreement are arranged in numbered and lettered sections and subsections corresponding to correspond to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed Any matter set forth in the applicable Disclosure any Schedule shall constitute an exception tobe deemed set forth in all other sections of such disclosure schedule to the extent, but only to the extent, that the relevance or as applicableapplicability of such matter to such other sections of such disclosure schedule is readily apparent on the face of such disclosure, whether or not a specific cross-reference appears in such disclosure for the purposes of, the representations and warranties schedule. The inclusion of any information (or covenants, as applicableincluding dollar amounts) to which it makes reference and in any section of such disclosure schedule (a) shall also not be deemed to be constructively disclosed an admission or set forth in any other section acknowledgment that such information is required to be listed in such Disclosure Schedule relating section or is material to other sections or outside the Ordinary Course of Business and (b) shall not 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). The information contained in this Agreement, the Schedules and the Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party to any third party of any matter whatsoever (including any violation of applicable Law or breach of, or conflict with, any Contract). Information reflected in the Schedules is not necessarily limited to matters required by this Agreement to be reflected in the extent Schedules. Such additional information is set forth for informational purposes and does not necessarily include other matters of a cross-reference is expressly made to such other section in such similar 66 nature. Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of additional information is disclosed in any Disclosure Schedule shall not be construed deemed to mean constitute an acknowledgment that such information is required to be disclosed hereby. Such and disclosure of such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting deemed to enlarge or enhance any of the representations or warranties in this Agreement or otherwise alter in any way the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in of this Agreement. The inclusion Inclusion of any item information in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission that such information is material to the business, assets, liabilities, financial position, operations or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes results of operations of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way Companies and/or the scope or effect of any such representations, warranties or covenantsCompany Subsidiary.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Air Transport Services Group, Inc.)
Disclosure Schedules. The Company Disclosure Schedule, Attached hereto is the Parent Disclosure Schedule disclosure schedule (collectively, the “Disclosure SchedulesSchedule”) ), setting forth, among other things, qualifications to certain representations and warranties of the Equityholders and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth Company made in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding Except to the applicable numbered and lettered sections and subsections contained extent expressly provided otherwise in this Agreement. Each item disclosed , the disclosures in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, relate only to the representations and warranties (in the section or covenants, as applicable) sub-section of this Agreement to which it makes reference each schedule expressly refers to and no other representation or warranty; provided, however, that any information disclosed under any section or sub-section of the Disclosure Schedule shall also be deemed to be constructively disclosed or set forth and incorporated in any other section in such or subsection of the Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference where it is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably readily apparent from on the face of such disclosure (without reference to the underlying documentation and without the need for investigation or inquiry by the Buyer or Newco) that such disclosure also qualifies or applies to, or is disclosed for the purposes of, applicable to such other section of this Agreementor sub-section. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion Inclusion of any specific item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or Schedule is not material. No disclosure in any Disclosure Schedule relating intended to any possible breach imply that the items so included are or violation are not material or within or outside the Ordinary Course of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurredBusiness. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information contained in the applicable representationsDisclosure Schedule shall be deemed to be an admission by any party hereto to any Third Party of any matter whatsoever, warranties and covenants including, an admission of any violation of any Law or breach of any agreement. Nothing in the Disclosure Schedule is intended to amplify or broaden the scope of any representation or warranty contained in this Agreement or create any covenant on the part of the Buyer unless clearly specified to the contrary therein. The headings in the Disclosure Schedule are for convenience of reference only and shall not be deemed to expand in any way affect the scope or effect of any such representations, warranties or covenantsdisclosures contained therein. [Signature pages follow.]
Appears in 1 contract
Disclosure Schedules. The Company Disclosures on the Buyer’s Disclosure Schedule, Schedule or the Parent Seller’s Disclosure Schedule (collectivelyeach, the a “Disclosure SchedulesSchedule”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in sections 106 corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in of this Agreement. Each item disclosed in the applicable , and any disclosure set forth on any section of a Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in by the party hereto delivering such Disclosure Schedule relating for the purposes of all sections of this Agreement to which such section relates and all other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement it is reasonably apparent from or the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, to such other section sections of this Agreement. The fact that headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. The inclusion of any item of information is disclosed in any section of a Disclosure Schedule shall not be construed deemed to mean be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as listed in any section of such Disclosure Schedule or that any such matter rises to a basis for interpreting the terms “material” Buyer Material Adverse Effect or “Company Material Adverse Effect,” “Parent Material Adverse Effect” , as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a 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 between the Buyer, on the one hand, and the Seller Parties, on the other hand, and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other similar terms communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, the disclosure of any matter in a Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. The inclusion of any item No reference in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any a Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall by itself be construed as an admission or indication that any such breach a Contract or violation exists other document is enforceable or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes effect as of the applicable representations, warranties and covenants contained date hereof except to the extent provided in this Agreement Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the terms or conditions of such Contract or other document and shall not be deemed to expand such reference, summary or description is qualified in any way its entirety by the scope specific terms and conditions of such Contract or effect of any such representations, warranties or covenantsother document.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Universal American Corp.)
Disclosure Schedules. The Company Disclosure ScheduleExcept with respect to any Schedule Updates, which are governed by Section 6.6, the Parent disclosure of any matter in any section or subsection of the HoldCo Disclosure Schedule or the MLP Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed with, and deemed to be a disclosure under the respective Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere disclosure of any matter or item on a Disclosure Schedule as an integral part ofexception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the transactions contemplated hereby require the consent of any Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 11.6 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to the Transferee and their Representatives or HoldCo and its Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect ofsections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Contribution Agreement
Disclosure Schedules. The Company Disclosure Scheduleschedules, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) exhibits and the Exhibits and Schedules attached hereto and thereto shall be construed with, and disclosure schedules to this Agreement are a material part of this Agreement as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as if fully set forth in this Agreement. The Disclosure Schedules have been arranged in numbered Agreement and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for and limit the purposes of the applicable representations, warranties and covenants contained in this Agreement Agreement, and shall will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Buyer acknowledges and agrees that: (i) certain agreements and other matters may be listed in the disclosure schedules for informational purposes only, as they do not rise above applicable materiality thresholds 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 “Informational Disclosures”), (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties, (iii) disclosures made for the purpose of any section or sections of the disclosure schedules will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure, (iv) headings will not be deemed to modify or influence the interpretation of the information contained in the disclosure schedules or this Agreement, (v) no reference to or disclosure of any item or other matter in the disclosure schedules will be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the disclosure schedules, (vi) the inclusion of any matter, information or item in the disclosure schedules will not be deemed to constitute an admission of any liability by Company or Seller to any third party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement, and (vii) summaries of or references to any written document in the disclosure schedules do not purport to be complete and are qualified in their entirety by the written documents themselves. Section headings in the disclosure schedules have been inserted for reference only and do not amend or otherwise give meaning to the descriptions of the disclosed items set forth therein.
Appears in 1 contract
Samples: And Restated Purchase Agreement (Global Defense Technology & Systems, Inc.)
Disclosure Schedules. The Company Disclosure ScheduleINTRODUCTION Reference is made to the Asset Purchase Agreement (the "Agreement") dated as of December 28, the Parent Disclosure Schedule 2001 among NHP Retirement Housing Partners I Limited Partnership, a Delaware limited partnership (collectively"NHP"), the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed withAmherst Limited Partnership, a New York limited partnership ("Nominee", together with NHP, "Seller"), and as an integral part of, this AgreementBRE/AMBERLEIGH Inc. ("Purchaser"). Each capitalized term Capitalized terms used in any Exhibit, Schedule or Disclosure Schedule but herein and not otherwise defined therein shall have the respective meanings ascribed to such terms in the Agreement. This Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Agreement, and is not intended to constitute, and shall not be defined construed as constituting, representations or warranties of Seller except as and to the extent provided in the Agreement. Inclusion of information herein shall not be construed as an admission that such information is material to the operations or financial condition of the Business or required to be disclosed by the Agreement. Matters reflected in this Disclosure Schedule and the SEC Reports constituting a part thereof are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for information purposes and do not necessarily include other matters of similar nature. Any matter disclosed in one provision, subprovision, section or subsection hereof is deemed disclosed for all purposes of this Disclosure Schedule to the extent the Agreement requires such disclosure under such provision, subprovision, section or subsection or under any other provision, subprovision, section or subsection. Headings have been inserted on the sections of the Disclosure Schedule for 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 the Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall are not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsincluded.
Appears in 1 contract
Samples: Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule schedules referred to herein and delivered pursuant to and attached to this Agreement (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an are integral part of, parts of this Agreement. Each capitalized term Capitalized terms that are used in any Exhibit, Schedule or the Disclosure Schedule Schedules but not otherwise defined therein shall be defined as have the meanings set forth in this Agreement. The Nothing in a Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedule identifies the exception with reasonable particularity, including by explicit cross-reference to another Disclosure Schedule to this Agreement unless the applicability of such exception to another section of the Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding is reasonably apparent on its face. Appendices attached to the applicable numbered Disclosure Schedules form an integral part of the sections or subsections of the Disclosure Schedules into which they are incorporated by reference for all purposes as if fully set forth in the Disclosure Schedules, including for purposes of cross-application to other sections or subsections of the Disclosure Schedules in accordance with the preceding sentence. The Target may, at its option, include in the Disclosure Schedules items that are not material in order to avoid any misunderstanding, and lettered sections such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality, to define further the meaning of such terms for purposes of this Agreement or otherwise to influence the construction or interpretation of any of the representations and subsections warranties contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, No disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such on a Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contractContract, Law or order Legal Requirement shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the Where any information contained set forth in the Disclosure Schedules comprises expressions of opinion, no warranty is given as to their accuracy, but unless otherwise stated therein, such opinions are intended only bona fide held by the Person giving such representation or warranty or, to qualify or provide disclosure for the purposes knowledge of the applicable representationssuch Person, warranties and covenants contained in this Agreement and shall not be deemed by such other person to expand in any way the scope or effect of any such representations, warranties or covenantswhom they are attributed.
Appears in 1 contract
Disclosure Schedules. The Company This document comprises the Disclosure ScheduleSchedules referred to in the Credit Agreement (the “Agreement”) dated as of August 1, the Parent Disclosure Schedule 2005 by and among EH/Transeastern, LLC, a Delaware limited liability company and TE/TOUSA Senior, LLC, a Delaware limited liability company (collectively, the “Disclosure SchedulesBorrowers”) ), the Lenders from time to time party thereto and Deutsche Bank Trust Company Americas, as administrative agent for the Exhibits and Schedules attached hereto and thereto shall be construed withLenders. All capitalized terms used, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein herein, shall be defined as set forth have the meaning ascribed to them in this the Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) of the Borrowers contained in Section 4 of the Agreement are made and given subject to which it makes reference and the disclosures in these Disclosure Schedules. Any disclosures made with respect to a section of Section 4 in these Disclosure Schedules shall also be deemed to be constructively disclosed or set forth in any other qualify (a) the corresponding section in such Disclosure Schedule relating to of Section 4 of the Agreement and (b) other sections of this Section 4 of the Agreement to the extent it is clear (notwithstanding the absence of a cross-reference is expressly made specific cross reference) from a reading of the disclosure that such disclosure (i) applies to such other section in such Disclosure Schedule or sections and (ii) contains sufficient detail to the extent that enable a reasonable person to recognize the relevance of such item as an exception to, or as applicable, disclosure to such other sections. Certain matters set forth in these Disclosure Schedules are included solely for informational purposes for the purposes of, another section convenience of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for parties to the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item information in the these Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand be an admission or acknowledgement, in and of itself, that such information (i) is required by the terms of the Agreement to be disclosed, (ii) is material to the applicable Borrower, (iii) has had or would reasonably be expected to have material adverse effect or (iv) is outside the ordinary course of business of the Borrowers. These Disclosure Schedules are qualified in their entirety by reference to the specific provisions of the Agreement and are not intended to constitute, and shall not be construed as constituting any way additional representation or warranty or covenant of the scope Borrowers, except as and to the extent expressly provided in these Disclosure Schedules or effect in the Agreement. SCHEDULE 4.1 MATERIAL OBLIGATIONS AND LIABILITIES None. SCHEDULE 4.6 MATERIAL LITIGATION None. SCHEDULE 4.7 TAXES None. SCHEDULE 4.9 SUBSIDIARY ENTITIES None. SCHEDULE 4.11 ERISA COMPLIANCE None. SCHEDULE 4.14 REQUIRED CONSENTS None. SCHEDULE 4.15 HAZARDOUS MATERIALS PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Olympia Pointe • Phase I Environmental Assessment • Ardaman & Associates, Inc. • June 18, 2004 and June 14, 2005 • Phase I & Limited Phase II • Ardaman & Associates, Inc. • October 22, 2003 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • October 6, 2003 Laguna Lakes • Phase I Environmental Assessment • Ardaman & Associates, Inc. • March 9, 2001 and June 10, 2005 • Phase II Environmental Assessment • Ardamon & Associates, Inc. • March 29, 2001 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • March 26, 2001 Coral Lakes • Phase I Environmental Assessment • Ardaman & Associates, Inc. • May 27, 2003 and June 8, 2005 Cypress Landing • Phase I Environmental Assessment • Ardaman & Associates, Inc. • August 12, 2002 and June 13, 2005 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • July 29, 2000 Xxxxx Xxxx • Environmental Site Assessment — Phase I and Update • US South Engineering & Testing Lab, Inc. • April 18, 2003 and Jun 20, 2005 • Report of any such representationsSubsurface Investigation and Recommendations Foundation Recommendation • US South Engineering & Testing Lab, warranties or covenantsInc. • April 18, 2003 Note: Property is located within secondary zone of the Eagle Protection Zone PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Bayshore • Phase I Environmental Assessment Report • Ardaman & Associates, Inc. • August 3, 2004 and June 9, 2005 • Environmental Due Diligence Report • Calusa Coast Ecologist, Inc. • August 18, 2004 • Surface Soil Exploration • Ardaman & Associates, Inc. • August 26, 2000 Xxx Xxxxx • Phase I Environmental Assessment and Update • Universal Engineers • September 17, 2003 and July 15, 2005 • Eagle Study • Bxxxxx Environmental Consultants, Inc. • • May 2004 April 15, 2004 • Protected Species Survey • US Department of the Interior • April 30, 2003 • Geotechnical Exploration Phase 1 & 2 • Allied Engineering & Testing, Inc. • December 18, 2003 • Test Pit Report • Cultural Resource Assessment • Allied Engineering & Testing, Inc. • November 2003 • Archeological Consultants, Inc. Dxxxxxx Landing • Phase I Environmental Assessment and Update • Universal Engineering Sciences • April 2002 and June 1, 2005 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • May 13, 2002 • Report of Geotechnical Exploration • Nordarse Associates, Inc. • November 4, 2002 Independence • Phase I Environmental Assessment • Ardaman & Associates, Inc. • May 16, 2002 and April 14, 2005 Independence (I) Independence (I) • Phase I Environmental Assessment • Ardaman & Associates, Inc. • Mxxxx 00, 0000 Xxxxxxxxxxxx (XXX) • Phase I Cultural Resource Survey of the Signature Lakes P.D. • Southeast Archeological Research, Inc. • June 2003 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Westyn Bay • Phase I Environmental Assessment provided by West Gxxxxx Ventures, LLLP • Universal Engineering Sciences • August 2003 and June 5, 2005 • Phase II Environmental Assessment provided by West Gxxxxx Ventures, LLLP • • • Universal Engineering Sciences Ardaman & Associates, Inc. Universal Engineering Sciences • • • August 1999 January 24, 2003 August 17, 2001 • Subsurface Soil Exploration • Universal Engineering Sciences • Geotechnical Exploration Report • Geotechnical Exploration Report • September 30, 2003 Metro West • Phase I Environmental Assessment and Update • Nxxxxxx & Associates, Inc. • October 23, 2003 and June 21, 2005 • Report of Subsurface Exploration & Geotechnical Engineering Evaluation • Nxxxxxx & Associates, Inc. • June 22, 2004 • Environmental Assessment • Mxxxxx Sxxxxx Cxxxxx Xxxxx • September 9, 2003 Mxxx Park • Phase I Environmental Assessment and Update • Nxxxxxx & Associates, Inc. • May 9, 2003 and June 23, 2005 • Subsurface Exploration and Geotechnical Engineering Evaluation Cornerstone at Lake Hxxx — Parcel B • Nxxxxxx & Associates, Inc. • • November 12, 2003 July 2, 2004 • Design Phase Subsurface Exploration and Geotechnical Engineering Evaluation/Lake Hxxx X.X. — Lot 10 • Nxxxxxx Associates, Inc. • May 9, 2003 • Cursory Environmental Assessment • Mxxxxx Sxxxxx Cxxxxx Xxxxx PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Young Pines • Phase I Environmental Assessment and Update • Nordarse Associates, Inc. • August 27, 2003 and June 23, 2005 • Geotechnical Engineering Evaluation Parcel 3 • Nordarse Associates, Inc. • May 21, 2004 • Geotechnical Engineering Evaluation Parcel 2 • Nordarse Associates, Inc. • April 27, 2004 • Report of Preliminary Geotechnical Exploration • Nordarse Associates, Inc. • September 12, 2003 • Environmental Assessment • Mxxxxx Sxxxxx Cxxxxx Xxxxx • December 31, 2003 Legacy Park • Phase I Environmental Assessment • Universal Engineering Sciences • January 23, 2003 and June 1, 2005 • Phase I Environmental Assessment provided by Legacy Park Ventures, LLLP • Universal Engineering Sciences • May 9, 2001 • Phase II Environmental Assessment • Universal Engineering Sciences • January 24, 2003 • Geotechnical Exploration Report • Universal Engineering Sciences • August 26, 2002 Bxxxxxx • Phase I and Phase II Environmental Assessment and Update • Universal Engineering Sciences • August 2004 and June 20, 2005 • Cultural Resource Survey and Assessment • SouthArc, Inc. • December 8, 2004 • Bald Eagle Nest Memo • Mxxxxx Sxxxxx Cxxxxx Xxxxx • May 26, 2000 Xxxxx Xxx Golf & Tennis • Report of the Geotechnical Investigation • Dxxxxxxx Engineering Services Incorporated • October 22, 2004 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Live Oak II • Report of the Roadway Classification & Pond Boring • Dxxxxxxx Engineering Services Incorporated • March 6, 2003 • Environmental Site Assessment and Update • HSA Engineers • November 2002 and June 28, 2005 • Transmittal of Test Pit Observation • Dxxxxxxx Engineering Services Incorporated • May 24, 2002 Grand Hampton • Phase I Environmental Assessment and Update • Land Assessment Services, Inc. • November 14, 2003 and June 16, 2005 Hxxxxx • Phase I Environmental Site Assessment • Ardaman & Associates, Inc. • October 22, 2004 • Phase II Environmental Site Assessment • Empire Environmental • January 5, 2005 • Report of the Preliminary Geotechnical Investigation • Dxxxxxxx Engineering Services Incorporated • September 8, 2004 Tradition • EDR Radius Map Report • Environ., Safety & Health, LC • July 16, 2003 • Phase I Environmental Assessment • Synergetic Environ. Services, Inc. • April 30, 2002 • Phase I Environmental Assessment • Envirospec, Inc. • July 14, 2005 Versailles • Phase I Environmental Assessment • Arcadis Geraghley & Mxxxxx • November 6, 2000 • Preliminary Geotechnical Investigation • Allterra Engineering • March 26, 2001 • Source Removal Report • Arcadis Geraghley & Mxxxxx • December 14, 2000 • Phase I Environmental Assessment • Dxxxxxxxxxxx • June 22, 2000 Xxxxxxxx Xxxxx Phase I/II Environmental Site Assessment • Empire Environmental November 18, 1999 and July 13, 2005 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Wxxxxxxx Island • Limited — Scope Phase II Environmental Site Assessment • Exxxx Environmental and Geosciences • September 2003 • Limited Site Assessment Report • Exxxx Environmental and Geosciences May 2000 Xxxxx Xxxx / Dxxxx Road 2 • Phase I Environmental Assessment and Update • Access Environmental Associates, Inc. • July 24, 2003 and June 1, 2005 Development Issues Letter • Pxxxxxx Hxxxxxx • September 1, 2004 Cummer • Phase I Environmental Assessment and Update • United Consulting • January 28, 2004 and July 5, 2005 • Phase II Environmental Site Assessment • United Consulting • March 10, 2004 • Environmental Site Assessment • Environmental Resource Solutions, Inc. • July 23, 2004 • Preliminary Geotechnical Exploration • United Consulting • January 23, 2004 • Cummer Land Trust Due Diligence Property Report • Pxxxxxx Hxxxxxx • December 1, 2003 Kxxxxxx Town • Geotechnical Investigation submitted to Beazer Homes, Inc. • Gxxxxx Associates, Inc. • November, 2003 September, 2002 Center/Kxxxxxx Pointe • Phase I Environmental Assessment • Gxxxxx Associates, Inc. • and July 1, 2005 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Kxxxxxx Commons/Vizcaya • Phase I Environmental Assessment • Nxxxxxx Environmental of Florida, Inc. • January, 2002 and June 1, 2005 • Phase II Environmental Site Assessment • Empire Environmental • July 10, 2003 • Follow-up Phase II • Empire Environmental • November 4, 2000 Xxxxxx Xxxxxx • Due Diligence Geotechnical Study • Dxxxxxxxxxxx Engineering and Testing, Inc. • March 2005 • Enhanced Phase I Environmental Site Assessment • Dxxxxxxxxxxx Engineering and Testing, Inc. • March 2005 Tampa 301 • Phase I Environmental Assessment and Update • Empire Environmental • August 6, 2004 and July 14, 2005 Lake Bxxxxx Sound • Transeastern did not order environmental reports for this project • N/A • N/A Weston Reserve • Transeastern did not order environmental reports for this project • N/A • N/A Westwood • Environmental Assessment • Bxxxxx Environmental Consultants, Inc. • July 3, 2002 • Geotechnical Recommendations • GFA International • February 17, 2004 • Phase I Environmental Assessment • Universal Engineering Sciences • August 2003 and July 8, 2005 • Cultural Resource Assessment Survey • Archeological Consultants, Inc. • March 2004 Westwood (town- homes) • Protected Species Survey • Bxxxxx Environmental Consultants, Inc. • November 17, 2003 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • March 5, 2003 • Phase 1 Environmental Site Assessment • GFA International • Nov. 21, 2003 • Environmental Assessment • Bxxxxx Environmental Consultants, Inc. • November 12, 2003 and July 1, 2005
Appears in 1 contract
Disclosure Schedules. The Company Disclosure Schedule, Schedules have been prepared in separately titled sections corresponding to sections of this Agreement; provided that each section of the Parent Disclosure Schedule (collectively, Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the “Disclosure Schedules to the extent it is reasonably apparent on its face that such information applies to such other section of the Disclosure Schedules”) . The headings used in the Disclosure Schedules are for reference only and shall not be deemed to affect in any way the Exhibits and meaning or interpretation of the information set forth in the Disclosure Schedules attached hereto and thereto shall be construed with, and as an integral part of, or this Agreement. Each capitalized term Capitalized terms used in any Exhibit, Schedule or the Disclosure Schedule but Schedules and not otherwise defined therein have the meanings given to them in this Agreement. The specification of any dollar amount in any of the representations and warranties contained in this Agreement or the disclosure of any item in any of Disclosure Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so disclosed, 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, and no Party shall use the fact of the specification of any such amount or the fact of any such disclosure of any item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Disclosure Schedule is or is not required to be defined disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. No disclosure (or absence thereof) set forth in any of the Disclosure Schedules shall imply any representation or warranty which is not contained in this Agreement, nor shall any disclosure (or absence thereof) be deemed to extend the scope of any of the representations and warranties set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item Items disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall may not constitute an admission be limited to matters required by the Company or Parent, as applicable, that such item is or is not materialthis Agreement to be disclosed therein and may be included solely for informational purposes. No disclosure item disclosed in any of the Disclosure Schedule Schedules relating to any possible breach or violation of any contract, Contract or Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and All of the information contained in the Disclosure Schedules are intended only to qualify shall be kept strictly confidential by the Parties and no other Person may rely on any information disclosed or provide disclosure for set forth therein. Moreover, in disclosing the purposes of information in the applicable representationsDisclosure Schedules, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.Seller does
Appears in 1 contract
Disclosure Schedules. The Company inclusion of any item in a section of the Seller Disclosure Schedule, the Parent Schedule or Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) (i) does not represent a determination by the disclosing Party that such item is “material” or could have a Material Adverse Effect and (ii) shall not constitute an admission by the Exhibits disclosing Party that such disclosure is required to be made pursuant to any of the representations and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections warranties contained in this Agreement. Each item When any matter is disclosed in any place in the applicable Disclosure Schedule Schedules, such matter shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively have been disclosed or set forth in with respect to any other section in sections of such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made so long as its relevance to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement sections is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for disclosure. The Disclosure Schedules are qualified in their entirety by reference to the purposes of, such other section provisions of this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. The fact that any item of information is disclosed in any Disclosure Schedule Schedules shall not be construed as, are not intended to mean that such information is required to be disclosed hereby. Such information constitute, and the dollar thresholds set forth herein shall not be used construed as a basis for interpreting constituting, representations or warranties of the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms disclosing Party except to the extent provided in this Agreement, nor shall the Disclosure Schedules be construed as expanding the scope of any of the representations or warranties of any Party except as expressly contemplated therein. The inclusion of information contained the Disclosure Schedules was not prepared or disclosed with a view that it would be disclosed to any item Person that is not a Party and the disclosing Party does not assume any responsibility to any such Person that is not a Party for any inaccuracies contained in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurredotherwise. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure is disclosed in confidence solely for the purposes of the applicable representations, warranties and covenants contained contemplated in this Agreement and shall not be deemed is subject to expand in any way the scope or effect of any such representations, warranties or covenantsConfidentiality Agreement.
Appears in 1 contract
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”a) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged for purposes of convenience in numbered and lettered separately titled sections and subsections corresponding to the applicable numbered sections of Article 3. The parties acknowledge and lettered sections and subsections contained in this Agreement. Each item disclosed agree that (i) matters reflected in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) Schedules are not necessarily limited to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is matters required to be disclosed hereby. Such information and reflected therein, (ii) the dollar thresholds set forth herein shall not be used as a basis for interpreting disclosure by the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion Sellers of any item matter in the Disclosure Schedules shall not be deemed to constitute an admission acknowledgement by the Company Sellers that the matter is required to be disclosed by the terms of this Agreement or Parentthat the matter is material, (iii) if any section of the Disclosure Schedules lists an item or information in such a way as applicable, that such item is to make its relevance to the disclosure required by or is not material. No disclosure provided in another section of the Disclosure Schedules or the statements contained in any Section this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other Section, notwithstanding the omission of an appropriate cross-reference to such other Section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedule relating Schedule, (iv) except as provided in clause (iii) above, to any the extent that headings have been inserted in the Disclosure Schedules, such headings have been inserted for convenience of reference only, (v) the Disclosure Schedules are qualified in its entirety by reference to specific provisions of this Agreement, and (vi) the Disclosure Schedules 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. Without limiting the generality of the foregoing, no such reference to or disclosure of a possible breach or violation of of, or default under, any contract, arrangement or understanding, Applicable Law or order shall be construed as an admission or indication that any such breach breach, violation or violation default exists or has actually occurred. The All references to this Agreement herein or in any of the Disclosure Schedules and the information contained shall be deemed to refer to this entire Agreement, including all Disclosure Schedules. Capitalized terms used in the Disclosure Schedules are intended only and not otherwise defined therein have the meanings given to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained them in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsAgreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hill International, Inc.)
Disclosure Schedules. The Company Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Seller Disclosure Schedule, the Parent SE Capital Funding Disclosure Schedule or the Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed withdeemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, and as an integral part ofexception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to Buyer and its Representatives or Seller and SE Capital Funding and their respective Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Spectra Energy Partners, LP)
Disclosure Schedules. The Company Disclosure Schedule, (a) Notwithstanding anything to the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth contrary in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to , a disclosure set forth under one Section of the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Seller Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Section or Sections of the Seller Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement it is reasonably readily apparent from a reading of the face of such disclosure (without any independent knowledge on the part of the reader regarding the matter disclosed) that it is relevant or applicable to such disclosure also qualifies other Section(s) (except that (i) the representations and warranties set forth in Section 3.9(j) or applies toSection 3.9(n) shall not be deemed qualified by any Section of the Seller Disclosure Schedule and (ii) the representations and warranties set forth in Section 3.4(b) shall be deemed qualified by Section 3.4(b) of the Seller Disclosure Schedule and the other Sections of the Seller Disclosure Schedule with respect to the representations and warranties contained in Article III). Cross-references have been added to the Seller Disclosure Schedule for convenience and do not waive or diminish Seller’s rights. It is understood and agreed that (i) nothing in any Seller Disclosure Schedule is intended to broaden the scope of any representation or warranty of Seller contained in this Agreement; provided that to the extent any representation or warranty set forth in any Section of the Seller Disclosure Schedule is marked with the symbol “†” or any covenant is expressly set forth in any Section of the Seller Disclosure Schedule it shall be deemed to be a representation, warranty or is disclosed for the purposes covenant incorporated into, and shall constitute a part 62587121_2 SV\1145690.24 of, such other section the Section(s) of this Agreement. The Agreement to which such Section of the Seller Disclosure Schedule applies, (ii) the fact that any item of information is disclosed in any the Seller Disclosure Schedule shall not be construed to mean that such information is required to be disclosed herebyby this Agreement, and (iii) nothing disclosed in any Seller Disclosure Schedule shall be deemed to effect the determination of any item of the Net Working Capital Amount pursuant to the terms of this Agreement and the Company Accounting Methodology. Such Without limiting the foregoing, the information set forth in the Seller Disclosure Schedule, and the dollar thresholds set forth herein in this Agreement, shall not be used as a basis for interpreting the terms “material” or ”, “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Stock Purchase Agreement (Republic Airways Holdings Inc)
Disclosure Schedules. The Company Disclosure Schedule, the Parent FEI Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in separate parts corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections Sections contained in this AgreementArticle III. Each Any matter or item disclosed in pursuant to any Section of the applicable FEI Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed only for purposes of disclosure under that Section; provided, that any matter or set forth item disclosed in any other section one Section of the FEI Disclosure Schedule will be deemed disclosed with respect to another Section of the FEI Disclosure Schedule if such disclosure is made in such Disclosure Schedule relating a way as to other sections of this Agreement to the extent a cross-reference is expressly made make its relevance with respect to such other section Section reasonably apparent. The Veeco Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered Sections contained in Article IV. Any matter or item disclosed pursuant to any Section of the Veeco Disclosure Schedule shall be deemed to be disclosed only for purposes of disclosure under that Section; provided, that any matter or item disclosed in one Section of the Veeco Disclosure Schedule will be deemed disclosed with respect to another Section of the Veeco Disclosure Schedule if such disclosure is made in such a way as to make its relevance with respect to such other Section reasonably apparent. The inclusion of any information in the FEI Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Veeco Disclosure Schedule shall not be construed deemed to mean be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as disclosed, is material, has or would have a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation outside the ordinary course of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsbusiness.
Appears in 1 contract
Samples: Voting Agreement (Fei Co)
Disclosure Schedules. The Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Borealis Disclosure Schedule, the Borealis Trust Disclosure Schedule, the Xxxxxx Xxxxxx Disclosure Schedule, the Teachers’ Disclosure Schedule, the Teachers’ Trust Disclosure Schedule, the Company Disclosure Schedule, the Parent U.S. General Partner Disclosure Schedule or the Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed withdeemed to be a disclosure under the respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, and as an integral part ofexception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Sellers, Buyer, U.S. General Partner, or any of the Companies, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to Buyer and its Representatives or each of the Sellers and their respective Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Securities Purchase Agreement (Spectra Energy Corp.)
Disclosure Schedules. The Company These Disclosure Schedule, the Parent Disclosure Schedule Schedules (collectively, the “Disclosure Schedules”) have been prepared in connection with and pursuant to the Exhibits Placement Agency Agreement, dated as of October 13, 2022, by and between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) and Maxim Group LLC, as placement agent (the “PAA”). Capitalized terms used but not defined in these Disclosure Schedules attached hereto and thereto shall be construed withhave the respective meanings ascribed to such terms in the PAA. These Disclosure Schedules are qualified in their entirety by reference to the PAA. The Company may, at its option, include in these Disclosure Schedules any items that are not material in order to avoid any misunderstanding, and as any such inclusion shall not be deemed to be an integral part ofadmission or acknowledgment or a representation that such items are material, this Agreementor establish any standard of materiality for purposes of the PAA. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The These Disclosure Schedules have been arranged in numbered and lettered sections and subsections for purposes of convenience only, as separately titled schedules corresponding to certain sections of the applicable numbered and lettered sections and subsections contained in this AgreementPAA. Each item Information disclosed in the applicable any particular section of these Disclosure Schedule Schedules shall constitute an exception to, or as applicable, a disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to of all other sections of this Agreement these Disclosure Schedules notwithstanding the lack of specific cross-references thereto, but only to the extent a cross-reference is expressly made the applicability of such disclosure to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement section(s) is reasonably apparent from on its face. In no event shall the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item matter in these Disclosure Schedules be deemed or interpreted to broaden the representations, warranties, covenants or agreements contained in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurredPAA. The Disclosure Schedules and the information contained in the these Disclosure Schedules are intended only to qualify or provide disclosure is disclosed solely for the purposes of the applicable representationsPAA. Nothing in these Disclosure Schedules shall constitute an admission of any liability or obligation of the Company to any third party or shall confer or give to any third party any remedy, warranties claim, liability, reimbursement, cause of action or other right. Headings (other than numerical references to sections and covenants contained subsections of the PAA) have been inserted in this Agreement some of these Disclosure Schedules for convenience of reference only, and such headings shall not be deemed to expand in any way have the scope or effect of any amending or changing the express description of such representationsDisclosure Schedules as set forth in the PAA. Schedule 2(i) Subsidiaries. Name Legal Formation Jurisdiction Novomerica Health Group, warranties or covenants.Inc. (Nevada) (1)
Appears in 1 contract
Samples: Placement Agency Agreement (Novo Integrated Sciences, Inc.)
Disclosure Schedules. The Company Disclosures on the Purchaser Disclosure Schedule, Schedule or the Parent Seller Disclosure Schedule (collectivelyeach, the a “Disclosure SchedulesSchedule”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in sections corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in of this Agreement. Each item disclosed in the applicable , and any disclosure set forth on any section of a Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in by the party hereto delivering such Disclosure Schedule relating to other for all sections of this Agreement to the extent a cross-reference is expressly made to such and all other section in sections of such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement it is reasonably apparent on its face from the face a reading of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, applicable to such other section sections of this Agreement or such other sections of such Disclosure Schedule. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. The fact that Except as otherwise expressly required by this Agreement, the inclusion of any item of information is disclosed in any section of a Disclosure Schedule shall not be construed deemed to mean be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as listed in any section of such Disclosure Schedule or that any such matter rises to a basis for interpreting the terms “material” Purchaser Material Adverse Effect or “Company Material Adverse Effect,” “Parent Material Adverse Effect” , as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a 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 between Purchaser and Seller and were not intended to be admissions against interests (with respect to third parties), - #PageNum# - 703550379 give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other similar terms communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, with respect to third parties, the disclosure of any matter in a Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such Disclosure Schedule except to the extent provided in this Agreement. The inclusion of any item No reference in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any a Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall by itself be construed as an admission or indication that any a Contract or other document is enforceable or currently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such breach reference, summary or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only description does not purport to qualify or provide disclosure for the purposes be a complete statement of the applicable representationsterms or conditions of such Contract or other document and such reference, warranties summary or description is qualified in its entirety by the specific terms and covenants contained in this Agreement and shall not be deemed to expand in any way the scope conditions of such Contract or effect of any such representations, warranties or covenantsother document.
Appears in 1 contract
Samples: Stock Purchase Agreement (White Mountains Insurance Group LTD)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections Sections and subsections contained in this Agreement. Each item , and the information disclosed in the applicable Disclosure Schedule any numbered or lettered part shall constitute an exception to, or as applicable, disclosure for the purposes of, the be deemed to relate to and to qualify other representations and warranties (only to the extent the applicability of such disclosure to such other representations and warranties is readily apparent on its face. If there is any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules, the statements in the body of this Agreement shall control. The information contained in this Agreement and the Disclosure Schedules attached hereto is disclosed solely for purposes of this Agreement, and no information contained herein or covenants, as applicable) to which it makes reference and therein shall also be deemed to be constructively an admission by any Party to any third party of any matter whatsoever (including any violation of Law or breach of contract). Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosures contained in any section of the Disclosure Schedules shall be deemed to be disclosed or and incorporated by reference in any other Section of the Disclosure Schedules as though fully set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreementthe Disclosure Schedules for which applicability of such 128 information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in any section of the Disclosure Schedule Schedules shall not be construed to mean that such information is required to be disclosed herebyby this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item Any capitalized term used in the Disclosure Schedules shall and not constitute an admission by otherwise defined therein has the Company or Parent, as applicable, that meaning given to such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained term in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sunoco LP)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections arranged, for purposes of convenience only, as separately titled Disclosure Schedules corresponding to the applicable numbered and lettered sections and subsections contained Sections of Article II. Any information set forth in this Agreement. Each item disclosed in the applicable any Disclosure Schedule or incorporated in any Section of this Agreement shall constitute an exception to, or as applicable, disclosure for the purposes of, be considered to have been set forth in each other Disclosure Schedule and shall be deemed to modify the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or Article II to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement it is reasonably apparent from on the face of such the disclosure that such the disclosure also qualifies or applies to, or in one Section is disclosed for the purposes of, such applicable to other section of this AgreementSections. The fact that specification of any item of information is disclosed dollar amount in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information the representations and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms warranties contained in this Agreement. The Agreement or the inclusion of any specific item in the Disclosure Schedules shall is not constitute an admission by the Company or Parent, as applicable, intended to imply that such item is amounts, or is higher or lower amounts, or the items so included or other items, are or are not material. No disclosure in any Disclosure Schedule relating required to any possible breach be disclosed or violation of any contract, Law are within or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes outside of the applicable representationsordinary course of business, warranties and covenants contained in this Agreement and shall not be deemed to or establish any materiality standard, admit any liability or expand in any way the scope or effect of the representations or warranties contained in this Agreement. The information contained in the Disclosure Schedules is disclosed solely for the purposes of this Agreement, and no information contained 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. Where the terms of a contract or other disclosure item have been summarized or described in a schedule, such representationssummary or description, while accurate, does not purport to be a complete statement of the material terms of such contract or other item to the extent such agreement or other item has been provided to the Buyer prior to the date hereof. References to any document to not purport to be complete and are qualified in their entirety by the contents of such document itself. The contents of any document referred to in the Disclosure Schedules are incorporated by reference into the Disclosure Schedules as though fully set forth herein. The information contained in the Disclosure Schedules is intended to qualify the representations and warranties in Article II but is not intended to constitute a representation or covenantswarranty itself for purposes of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)
Disclosure Schedules. The Company Disclosure Schedulefollowing schedules are provided in connection with the various representations and warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of November 4, the Parent Disclosure Schedule 2015, (collectively, the “Disclosure SchedulesAgreement”) by and between Caladrius Biosciences, Inc., a Delaware corporation (the “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the Exhibits and Schedules attached hereto and thereto shall be construed with, and as “Buyer”). These disclosure schedules are an integral part of, this of the Agreement. Each capitalized term Any terms defined in the Agreement shall have the same meaning when used in these schedules, unless the context indicates otherwise. Any disclosure herein shall constitute a disclosure under other disclosure schedules, where such disclosure is appropriate and reasonably apparent. Nothing in these schedules is intended to broaden the scope of any Exhibitrepresentation or warranty contained in the Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by the Agreement to be disclosed, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as and such additional matters are set forth for informational purposes only. For instance, no reference to or disclosure of any item or other matter in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule these schedules shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed an admission, or set forth in any other section in such Disclosure Schedule relating to other sections evidence of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance materiality of such item as an exception toitem, or as applicable, disclosure nor shall it establish a standard of materiality for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not materialpurpose whatsoever. No disclosure in any Disclosure Schedule these schedules relating to any possible breach or violation of or conflict with any contract, Law contract or order legal requirement shall be construed as an admission or thereof nor an indication that any such the possible breach or violation exists or has actually occurred, nor shall otherwise be deemed an admission against our interest. The Disclosure Schedules representations and the information warranties contained in the Disclosure Schedules Agreement are intended only to qualify or provide disclosure solely for the purposes purpose of allocating contractual risk between the applicable representations, warranties parties and covenants contained not as a means of establishing facts. No third party may rely on these schedules. The section headings and subheadings in this Agreement these schedules are for convenience of reference only and shall not be deemed to expand alter or affect the express description of the sections of the disclosure required under the Agreement. Each exception set forth in these schedules shall also be deemed to be disclosed with respect to any way other section of the scope Agreement to which the relevance of such item is reasonably apparent. References in these schedules to disclosures in our filings with the SEC are not intended to be a complete statement of the full disclosure in our SEC filings, but are merely being provided to refer you to the relevant disclosures in those filings. In disclosing information in these schedules, we do not waive any attorney-client privilege associated with such information or effect any protection afforded by the work-product doctrine with respect to any of any such representationsthe matters disclosed or discussed herein. The information contained in these schedules is in all respects subject to the confidentiality obligations between us. Schedule 3(a)- Subsidiaries Entity Percentage of Ownership Location Caladrius Biosciences, warranties or covenants.Inc. 100% United States of America NeoStem Therapies, Inc. 100% United States of America Stem Cell Technologies, Inc. 100% United States of America Amorcyte, LLC 100% United States of America PCT, LLC, a Caladrius Company 100% United States of America NeoStem Family Storage, LLC 100% United States of America Athelos Corporation (1) 97.0% United States of America PCT Allendale, LLC 100% United States of America NeoStem Oncology, LLC 100% United States of America
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Caladrius Biosciences, Inc.)
Disclosure Schedules. The Company Disclosure Schedulefollowing schedules are provided in connection with the various representations and warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of January 15, the Parent Disclosure Schedule 2013, (collectively, the “Disclosure SchedulesAgreement”) by and between Sunshine Heart, Inc., a Delaware corporation (the “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the Exhibits and Schedules attached hereto and thereto shall be construed with, and as “Buyer”). These disclosure schedules are an integral part of, this of the Agreement. Each capitalized term Any terms defined in the Agreement shall have the same meaning when used in these schedules, unless the context indicates otherwise. Any disclosure herein shall constitute a disclosure under other disclosure schedules, where such disclosure is appropriate and reasonably apparent. Nothing in these schedules is intended to broaden the scope of any Exhibitrepresentation or warranty contained in the Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by the Agreement to be disclosed, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as and such additional matters are set forth for informational purposes only. For instance, no reference to or disclosure of any item or other matter in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule these schedules shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed an admission, or set forth in any other section in such Disclosure Schedule relating to other sections evidence of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance materiality of such item as an exception toitem, or as applicable, disclosure nor shall it establish a standard of materiality for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not materialpurpose whatsoever. No disclosure in any Disclosure Schedule these schedules relating to any possible breach or violation of or conflict with any contract, Law contract or order legal requirement shall be construed as an admission or thereof nor an indication that any such the possible breach or violation exists or has actually occurred, nor shall otherwise be deemed an admission against our interest. The Disclosure Schedules representations and the information warranties contained in the Disclosure Schedules Agreement are intended only to qualify or provide disclosure solely for the purposes purpose of allocating contractual risk between the applicable representations, warranties parties and covenants contained not as a means of establishing facts. No third party may rely on these schedules. The section headings and subheadings in this Agreement these schedules are for convenience of reference only and shall not be deemed to expand alter or affect the express description of the sections of the disclosure required under the Agreement. Schedule 3(a) Subsidiaries Sunshine Heart Company Pty. Ltd. Schedule 3(c) Capitalization Pursuant to those certain Securities Purchase Agreements dated February 8, 2012 (the “February 2012 SPA”) between the Company and Xxxxxx Healthcare Partners, L.P., Iguana Healthcare Master Fund LP, Crossover Healthcare Fund, LLC and Xxxxxx Xxxxxxxxxxxx (collectively, the “Feb 2012 Stockholders”), each of the Feb. 2012 Stockholders had a pre-emptive right to purchase its pro rata portion (determined based on the aggregate number of shares of common stock purchased under the February 2012 SPA by all Feb 2012 Stockholders) of certain equity securities offered by the Company through February 8, 2013, capped at 25% of the securities being offered. These rights were forfeited due to each Feb 2012 Stockholder’s failure to participate in any way the scope or effect Company’s initial public offering. Schedule 3(e) Conflicts None. Schedule 3(f) SEC Documents None. Schedule 3(g) Material Changes None. Schedule 3(h) Litigation None. Schedule 3(j) Intellectual Property Rights None. Schedule 3(l) Liens None. Schedule 3(p) Transactions with Affiliates The Company has entered into Indemnification Agreements with each of any such representationsits directors and executive officers. The Company is party to an agreement with WSP Trading Limited, warranties or covenantspursuant to which WSP Trading Limited performs technical and medical advisory services for the Company. This Agreement requires that Dr. Xxxxxxx Xxxxxx serve as the Company’s Medical Director and Chief Technical Officer. Payments for Xx. Xxxxxx’ services to the Company are made to WSP Trading Limited. Xx. Xxxxxx is a director of the Company and a director of WSP Trading Limited and Xx. Xxxxxx owns all of the equity of WSP Trading Limited. EXHIBIT A FORM OF OFFICER’S CERTIFICATE This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of January 15, 2013 (the “Common Stock Purchase Agreement”), by and between SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , of the Company, hereby certifies as follows:
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Sunshine Heart, Inc.)
Disclosure Schedules. The Company Disclosure Schedule, the Parent These Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed withis referred to in, and as an integral is part of, this the Securities Purchase Agreement (the “Agreement”), dated as of June __, 2019, is by and among Senmiao Technology Limited, a Nevada corporation with headquarters located at 10X, Xxxxxx Xxxxxx, Middle Jiannan Blvd., High-Tech Zxxx Xxxxxxx, Xxxxxxx, Xxxxx 000000 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). Each Unless the context otherwise requires, all capitalized term terms used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for have the purposes of, respective meanings assigned to them in the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the any section (“Section”) of these Disclosure Schedules shall not constitute an admission by evidence of the Company materiality of such item or Parent, as applicable, evidence that such item is or is not materialrequired to be disclosed in the Disclosure Schedules. Matters disclosed pursuant to any Section shall be deemed to supplement the information set forth as a representation and warranty in the particular section of the Agreement to which such Section relates, and such representation and warranty shall be deemed to be inclusive of all facts set forth in such Section. No disclosure in any these Disclosure Schedule Schedules relating to any possible breach or violation of any contractagreement, Law law or order regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The These Disclosure Schedules and the information and disclosures contained in the these Disclosure Schedules are intended only to qualify or provide disclosure for and limit the purposes representations, warranties, and covenants of the applicable representations, warranties and covenants Company contained in this the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants.. The contents of all documents referred to in these Disclosure Schedules are incorporated by reference in these Disclosure Schedules as though fully set forth in these Disclosure Schedules. The underlined headings contained in these Disclosure Schedules are included for convenience only, and are not intended to limit the effect of the disclosures contained in these Disclosure Schedules or to expand the scope of the information required to be disclosed in these Disclosure Schedules. Schedule 3(a) Organization and Qualification Schedule 3(l) Absence of Certain Changes Schedule 3(q) Transactions With Affiliates Schedule 3(r)(iii) Valid Issuance; Available Shares; Affiliates Schedule 3(t) Litigation Schedule 3(u) Insurance Schedule 3(x) Intellectual Property Rights Schedule 3(bb) Internal Accounting and Disclosure Controls Schedule 3(nn) Management None. Schedule 4(g) Use of Proceeds Schedule 7(q) Lock-Up Agreement Parties SCHEDULE OF BUYERS
Appears in 1 contract
Samples: Securities Purchase Agreement (Senmiao Technology LTD)
Disclosure Schedules. The Company disclosure of any matter in any section or subsection of the Seller Disclosure Schedule, Schedule or the Parent Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto ), as applicable, shall be construed withdeemed to be a disclosure for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, and as an integral part ofexception to any representation or warranty or otherwise, shall not be deemed to constitute an admission by either of Seller or Buyer, as applicable, or to otherwise imply, that any such item has had or is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or Buyer Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other materiality threshold specified for disclosure in this Agreement or that such item establishes a standard of materiality or represents a determination that the Transactions require the consent of any Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Each capitalized term used Matters disclosed in any Exhibitsection or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, Schedule and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedule but not otherwise defined therein Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to, and summaries or descriptions herein of, any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be defined deemed to incorporate by reference, for all purposes set forth in this Section 9.11 and the remainder of this Agreement, all terms and conditions of, and amendments, supplements, schedules, exhibits, addendums, attachments and annexes to, such Contract or other document or materials that have been made available to Buyer and its Representatives or Seller and its respective Representatives, as applicable, prior to the date of this Agreement. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.
Appears in 1 contract
Samples: Stock Purchase Agreement (Korn Ferry International)
Disclosure Schedules. The Company Disclosure Schedule, All section headings in the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding correspond to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement, but information provided in any section of the Disclosure Schedules shall constitute disclosure for purposes of each section of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement information to such sections is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreementon its face. The fact that any item of information is disclosed in any Each Disclosure Schedule to this Agreement shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds considered a part hereof as if set forth herein shall not be used as a basis for interpreting the terms “material” in full. No reference to or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion disclosure of any item or other matter in the Disclosure Schedules shall not constitute be construed as an admission by the Company or Parent, as applicable, indication that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules (other than in those instances where this Agreement specifically states that such Section lists items referenced by this Agreement). With respect to any Person who is not material. No a party hereto, no disclosure in any the Disclosure Schedule Schedules relating to any possible breach or violation of any contract, agreement or Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Prior to the Closing Date, Seller shall deliver any (i) portions of the Seller Disclosure Schedule which are incomplete as of the date of this Agreement solely due to Seller’s inability to access the necessary information maintained at various Seller locations until after the time a public announcement of the transactions contemplated by this Agreement is made and (ii) update, in writing to the Disclosure Schedules with respect to any matter arising after the date of this Agreement, which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. Purchaser acknowledges that Seller is unable to complete certain portions of the Seller Disclosure Schedule as of the date of this Agreement due to its inability to access the necessary information maintained at various Seller locations until after the time a public announcement of the transactions contemplated by this Agreement is made. Unless such matters, in the aggregate, arising between 5:00 P.M. Eastern time on the date of this Agreement and the Closing result in a Material Adverse Effect, all such written updates shall be deemed for all purposes to be agreed by the Parties and to supplement and amend the Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable related representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsAgreement.
Appears in 1 contract
Disclosure Schedules. The All capitalized terms not defined in the Company Disclosure Schedule, Schedule or the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and shall have the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, meanings ascribed to them in this Agreement. Each capitalized term used Notwithstanding anything to the contrary set forth herein, the representations and warranties of each party hereto in this Agreement are made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth in the applicable Disclosure Schedule. The Disclosure Schedules are arranged for purposes of convenience in separately titled sections corresponding to the Sections of this Agreement, and the section numbers contained therein correspond to the numbered Sections in this Agreement; provided that any Exhibit, Schedule or information disclosed in a Disclosure Schedule but not otherwise defined therein shall be defined as deemed disclosed and incorporated with respect to all Sections of this Agreement where the relevance of such disclosure to such Sections is reasonably apparent on the face of such disclosure. The listing of any matter in a Disclosure Schedule shall expressly not be deemed to constitute an admission by the disclosing party, or to otherwise imply, that any such matter is material, is required to be disclosed under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, No disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law Contract or order legal requirement shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The In no event shall the listing of any matter in a Disclosure Schedule be deemed or interpreted to expand the scope of the disclosing party’s representations, warranties or covenants set forth in this Agreement. All attachments to the Disclosure Schedules and are incorporated by reference into the applicable Disclosure Schedule. The information contained in the Disclosure Schedules are intended only is in all events subject to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsConfidentiality Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dakota Growers Pasta Co Inc)
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections arranged, for purposes of convenience only, as separate Schedules corresponding to the applicable numbered subsections of Article 3 and lettered sections and subsections contained in this AgreementArticle 4. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the The representations and warranties contained in Article 3 and Article 4 are subject to (a) the exceptions and disclosures set forth in the Schedule corresponding to the particular subsection of Article 3 and Article 4 in which such representation and warranty appears; (b) any exceptions or covenants, as applicabledisclosures explicitly cross-referenced in such Schedule by reference to another part of the Disclosure Schedules; and (c) to which it makes reference and shall also be deemed to be constructively disclosed any exception or disclosure set forth in any other section in such part of the Disclosure Schedule relating to other sections of this Agreement Schedules to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement it is reasonably apparent from the face of such disclosure that such exception or disclosure also qualifies is intended to qualify such representation and warranty. No reference to or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion disclosure of any item or other matter in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. The information set forth in the 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 or violation exists or has actually occurredof any agreement. The Disclosure Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in this Agreement. Nothing in the Disclosure Schedules is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Disclosure Schedules are intended only not necessarily limited to qualify or provide disclosure matters required by the Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for the informational purposes and do not necessarily include other matters of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsa similar nature.
Appears in 1 contract
Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as are considered an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact section numbers in the Disclosures Schedules correspond to the section numbers in the Agreement; provided, however, that any item of information is disclosed set forth in the Disclosure Schedules under any section number or in any Schedule or in any financial statement shall be deemed disclosed and incorporated into any other section or Schedule under the Agreement where such disclosure would be appropriate, whether or not repeated under any section number where such disclosure might be deemed appropriate so long as such disclosure adequately reflects the circumstances called for by the applicable representation or warranty. Unless otherwise indicated, capitalized terms used in the Disclosure Schedule Schedules shall not be construed to mean that such information is required to be disclosed hereby. Such information and have the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms respective meaning afforded them in this Agreement. Notwithstanding any materiality qualifications in any of STOCKWALK's or BLUESUIT's representations or warranties in the Agreement, for administrative ease, certain items may be included in the Disclosure Schedules which are not considered by STOCKWALK or BLUESUIT to be material to its respective business, assets, results of operations, prospects or affairs. The inclusion of any item in the Disclosure Schedules a disclosure schedule shall not constitute be deemed to be an admission by the Company STOCKWALK or ParentBLUESUIT, as applicablethe case may be, that such item is material to its respective business, assets, results of operations, prospects or is not material. No disclosure in affairs, nor shall it be deemed an admission of any Disclosure Schedule relating obligation or liability to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantsthird party.
Appears in 1 contract
Disclosure Schedules. The Company Each of the Non-Oak Sellers Disclosure Schedule, the Oak Disclosure Schedule and Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) has been arranged in sections corresponding to each representation and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as warranty set forth in this AgreementArticle III, Article IV and Article V, respectively. The Disclosure Schedules have been arranged disclosure in numbered and lettered sections and subsections corresponding to any section of the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Non-Oak Sellers Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for qualify the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other corresponding section in this Agreement and such Disclosure Schedule relating to other sections of this Agreement as may be reasonably apparent on its face from such disclosure that it is applicable to another section of the extent a cross-reference is expressly made to such other section in such Disclosure Schedule Schedules or to the extent that disclosure in any section of the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, Non-Oak Sellers Disclosure Schedule is specifically cross-referenced in another section of the Disclosure Schedules. The disclosure in any section of the Oak Disclosure Schedule shall qualify the corresponding section in this Agreement is and such other sections of this Agreement as may be reasonably apparent on its face from the face of such disclosure that it is applicable to another section of the Disclosure Schedules or to the extent disclosure in any section of the Oak Disclosure Schedule is specifically cross-referenced in another section of the Disclosure Schedules. The disclosure in any section of the Parent Disclosure Schedule shall qualify the corresponding section in this Agreement and such other sections of this Agreement as may be reasonably apparent on its face from such disclosure also qualifies that it is applicable to another section of the Disclosure Schedules or applies toto the extent disclosure in any section of the Parent Disclosure Schedule is specifically cross-referenced in another section of the Disclosure Schedules. Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto 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 any Schedule is disclosed or is not material for the purposes of, such other section of this Agreement. The fact that Unless this Agreement specifically provides otherwise, neither the specification of any item of information is disclosed or matter in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” representation or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms warranty contained in this Agreement. The Agreement nor the inclusion of any specific item in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, any Schedule hereto 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 the setting forth or the 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 herein or included in any Schedule is or is not materialin the ordinary course of business for purposes of this Agreement. No disclosure To the extent that there is any discrepancy between the description of an item or matter disclosed in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The the Disclosure Schedules and the information contained in corresponding Data Room Reference number on the Disclosure Schedules are intended only to qualify or provide disclosure for Schedules, the purposes description of the applicable representations, warranties and covenants contained in this Agreement and item or matter shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenantscontrol.
Appears in 1 contract
Disclosure Schedules. The A disclosure made by the Company Disclosure Schedule, or the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used Shareholders in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections Section of this Agreement to or any of the extent a cross-reference is expressly made to such other section in such Disclosure Schedule Schedules (or to the extent subparts thereof) that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from on the face of such disclosure that such disclosure also qualifies contains information applicable to another Section of this Agreement or applies toany other Schedule (or subparts thereof) in order to avoid a misrepresentation thereunder shall be deemed, or is disclosed for the all purposes of, such other section of this Agreement, to have been made with respect to such other Sections of this Agreement and such other Schedules (or subparts thereof), notwithstanding any cross-references (which are included solely as a matter of convenience) or lack of a Schedule reference in any representation or warranty. The fact that any item of Information reflected in the Schedules is not necessarily limited to matters required by this Agreement to be reflected in the Schedules. Such additional information is disclosed in any set forth for informational purposes and does not necessarily include other matters of a similar nature. Disclosure Schedule of such additional information shall not be construed deemed to mean constitute an acknowledgment that such information is required to be disclosed hereby. Such and disclosure of such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting deemed to enlarge or enhance any of the representations or warranties in this Agreement or otherwise alter in any way the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in of this Agreement. The inclusion Inclusion of any item information in the Disclosure Schedules shall not constitute an admission by the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission that such information is material to the business, assets, liabilities, financial position, operations, or indication that results of operations of the Company. The information set forth in the 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 such party hereto to any third party of any matter whatsoever, including of any violation of Law or breach or violation exists or has actually occurredof any agreement. The Disclosure Schedules and the information and disclosures contained therein are intended to (a) qualify or limit the representations and warranties of the parties contained in this Agreement or (b) to list items or to provide information required to be listed or so provided in connection with the corresponding representations and warranties. Nothing in the Disclosure Schedules are is intended only to qualify broaden the scope of any representation or provide disclosure for the purposes of the applicable representations, warranties and covenants warranty contained in this Agreement and or create any covenant. No disclosure in the Disclosure Schedules shall not be deemed to expand create any rights in any way the scope or effect of any such representations, warranties or covenants.third party. 50
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridger Aerospace Group Holdings, Inc.)
Disclosure Schedules. The Company There may be included in the Seller Disclosure Schedule, Schedule or the Parent Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) items and information, the Exhibits and Schedules attached hereto and thereto shall be construed with, and as disclosure of which is necessary or appropriate either in response to an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections express disclosure requirement contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, a provision hereof or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, to one or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face more representations or warranties contained in Article III or Article IV or to one or more covenants contained in Article V. Inclusion of such disclosure that such disclosure also qualifies items or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute be deemed to be an admission by the Company acknowledgment or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any contract, Law or order shall be construed as an admission or indication agreement that any such breach item or violation exists information (or has actually occurredany non-disclosed item or information of comparable or greater significance) is “material” or is reasonably likely to result in a Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement. The Disclosure Schedules and the information contained Matters reflected in the Disclosure Schedules are intended only not necessarily limited to qualify the matters required by this Agreement to be disclosed in the Seller Disclosure Schedule or provide the Purchaser Disclosure Schedule, as the case may be. The Disclosure Schedules set forth items of disclosure for with specific reference to the purposes particular Section or subsection of this Agreement to which the applicable items or information in such Disclosure Schedule relates; provided, however, that any information set forth in one section or subsection pertaining to representations, warranties and covenants contained in this Agreement and of the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as the case may be, shall not be deemed to expand in any way the scope apply to each other section or effect of any such subsection thereof pertaining to representations, warranties and covenants to the extent that it is reasonably apparent on its face from a reading of such disclosure that it is relevant to such other sections or covenantssubsections of the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as the case may be.
Appears in 1 contract
