Exhibits and Disclosure Letter. (1) The exhibits attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes of it.
(2) The purpose of the Disclosure Letter is to set out the qualifications, exceptions and other information called for in this Agreement. The Parties acknowledge and agree that the Disclosure Letter and the information and disclosures contained in it do not constitute or imply, and will not be construed as:
(a) any representation, warranty, covenant or agreement which is not expressly set out in this Agreement;
(b) an admission of any liability or obligation of the Vendor;
(c) an admission that the information is material;
(d) a standard of materiality, a standard for what is or is not in the Ordinary Course, or any other standard contrary to the standards contained in the Agreement; or
(e) an expansion of the scope of effect of any of the representations, warranties and covenants set out in the Agreement.
(3) Disclosure of any information in the Disclosure Letter that is not strictly required under this Agreement has been made for informational purposes only and does not imply disclosure of all matters of a similar nature. Inclusion of an item in any section of the Disclosure Letter is deemed to be disclosure with respect to any other item to the extent it is reasonably apparent on the face of such disclosure that it also relates to such other item.
(4) The Disclosure Letter itself is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law, unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.
Exhibits and Disclosure Letter. (a) Any matter, information or item disclosed in the Disclosure Letter delivered under any specific representation, warranty or covenant or section number hereof shall be deemed to have been disclosed for all purposes of this Agreement in response to every other representation, warranty or covenant in this Agreement in respect of which the relevance of such disclosure to such other representation, warranty or covenant is reasonably apparent from the face of such disclosure. The inclusion of any matter, information, item or other disclosure in any section of the Disclosure Letter shall not be deemed to constitute an admission of any liability by the Company to any third party or otherwise imply that any such matter, information, item or other disclosure is material or creates a measure for materiality for the purposes of this Agreement or otherwise.
(b) The Disclosure Letter, Schedules and Exhibits hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement.
Exhibits and Disclosure Letter. Subject to the provisions of this Section 10.13, all Exhibits and the Disclosure Letter hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. Any matter that is disclosed in one section of the Disclosure Letter shall apply to such specified section of this Agreement and to any other section of the Disclosure Letter to the extent its relevance to such other section is reasonably apparent from the face of such disclosure. Disclosure of any fact or item in any section of the Disclosure Letter shall not necessarily mean that such fact or item is material to Seller or the Company.
Exhibits and Disclosure Letter. Subject to the provisions of this Section 10.13, all Exhibits and the Disclosure Letter hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. Any matter that is disclosed in one section of the Disclosure Letter shall apply to such specified section of this Agreement and to all other sections of the Disclosure Letter as clearly cross referenced in such section or if the applicability of such matter to such other section is reasonably apparent from the face of such disclosure. Disclosure of any fact or item in any section of the Disclosure Letter shall not: (a) necessarily mean that such fact or item is material to Sellers or the Company Group, (b) establish a standard of materiality (c) necessarily mean that such fact or item has caused or would reasonably be likely to cause, individually or in the aggregate, a Material Adverse Effect, (c) necessarily mean that such fact or item has actually constituted non-compliance with, or a violation of, any Law or other topic to which disclosure is applicable, or (d) prove or in any way tend to establish any liability or obligation on the part of Sellers or any member of the Company Group to any third party. Although the Disclosure Letter may contain supplementary information not specifically required under this Agreement, such supplementary information is being provided for informational purposes only. Where the Disclosure Letter contains expressions of opinion, Sellers make no representation or warranty that any such opinion is true and accurate. The Disclosure Letter is qualified in its entirety by reference to the specific provisions of this Agreement and it is not intended to constitute, and will not be construed as constituting, representations, warranties, covenants or agreements of Sellers, or any of them, except as and to the extent provided in this Agreement. The information and disclosures contained in the Disclosure Letter are intended only to qualify and limit the representations, warranties, covenants and agreements of Sellers contained in this Agreement and will not be deemed to expand in any way the scope or effect of any such representations, warranties, covenants and agreements.
Exhibits and Disclosure Letter. All exhibits and the Disclosure Letter or other documents expressly incorporated into this Agreement are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. Any item _ disclosed in any section of the Disclosure Letter referenced by a particular section in this Agreement shall be deemed to have been disclosed with respect to every other section in this Agreement to the extent the disclosure is reasonably apparent on its face to be relevant to such other sections. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any section of the Disclosure Letter is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in any section of the Disclosure Letter is or is not material for purposes of this Agreement.
Exhibits and Disclosure Letter. (a) Any matter, information or item disclosed in any section of the Disclosure Letter (whether or not an explicit cross reference appears) or in the Data Room, shall be deemed to have been disclosed for all purposes of this Agreement in response to every representation, warranty or covenant in this Agreement in respect of which such disclosure is reasonably apparent on its face. The inclusion of any matter, information or item in any Schedule to this Agreement shall not be deemed to constitute an admission of any liability by the Company to any third party.
(b) The Disclosure Letter and Exhibits hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement.
Exhibits and Disclosure Letter. The Disclosure Letter and the Exhibits hereto are hereby incorporated herein and shall be made a part hereof.
Exhibits and Disclosure Letter. (a) The following Exhibits are attached to and form part of this Agreement: Exhibit A - Form of Escrow Agreement Exhibit B - Form of Guarantee Exhibit C-1 - Form of Xxxxx Best Non-Competition Agreement Exhibit C-2 - Form of Xxxxxxx Xxxxxxx Non-Competition Agreement Exhibit C-3 - Form of Xxxxxx XxXxxxx Non-Competition Agreement Exhibit D - Form of Seller Release
(b) Notwithstanding anything to the contrary contained in this Agreement, the information and disclosure contained in any schedule of the Disclosure Letter relate to and qualify, and shall be deemed to be disclosed in connection with, any representation or warranty made herein to the extent that the applicability of such information or disclosure to such representation or warranty is reasonably apparent on its face.
Exhibits and Disclosure Letter. The exhibits attached to this Agreement and the Disclosure Letter are incorporated into this Agreement by reference and are deemed to be part hereof. The Disclosure Letter itself and all information contained in it is confidential information and may not be disseminated publicly unless: (i) it is required to be disclosed pursuant to Applicable Law or the rules of the NEO or the CSE, unless such law or rules permit the parties to refrain from disclosing the information for confidentiality or other purposes, (ii) for the genuine business purposes of the Purchaser (or any of its Affiliates) or the Business in relation to the Purchased Assets, or
Exhibits and Disclosure Letter. (a) All Exhibits and Schedules referenced herein, and the Disclosure Letter, are hereby incorporated herein by reference and made a part hereof. Any matter disclosed pursuant to any Section of or Schedule or Exhibit to this Agreement or the Disclosure Letter (or any Section of any Schedule or Exhibit to this Agreement or the Disclosure Letter) whose relevance or applicability to any representation made elsewhere in this Agreement or to the information called for by any other Section of or Schedule or Exhibit to this Agreement or the Disclosure Letter (or any other Section of any Schedule or Exhibit to this Agreement or the Disclosure Letter) is reasonably apparent from the text of the disclosure shall be deemed to be an exception to such representations and to be disclosed with respect to all such other Sections of and Schedules and Exhibits to this Agreement and the Disclosure Letter (and all Sections of all Schedules and Exhibits to this Agreement and the Disclosure Letter) where it is so apparent from the text of the disclosure, notwithstanding the omission of a reference or cross-reference thereto.
(b) Neither the specification of any dollar amount in any representation or warranty nor the mere inclusion of any item in a Schedule or in the Disclosure Letter as an exception to a representation or warranty shall be deemed an admission by a Party that such item represents an exception or material fact, event or circumstance or that such item is reasonably likely to result in a Company Material Adverse Effect or a Seller Material Adverse Effect.
