Common use of Exhibits and Disclosure Letters Clause in Contracts

Exhibits and Disclosure Letters. The Exhibits to this Agreement and the Disclosure Letters are hereby incorporated and made a part hereof and are an integral part of this Agreement. Each of the Company and Parent may, at its option, include in any section of Article III of the Company Disclosure Letter or in any section of Article IV of the Parent Disclosure Letter, respectively, items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Disclosure Letters, shall not be deemed to be an acknowledgement or representation that such items are material, or to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. Any matter set forth in any section of the Disclosure Letters shall be deemed to be referred to and incorporated in any section to which it is specifically referenced or cross-referenced. Any matter set forth in any section of Article III of the Company Disclosure Letter shall be deemed to be referred to and incorporated in any other section of Article III of the Company Disclosure Letter to which such matter’s application or relevance is reasonably apparent on the face of such matter. Any matter set forth in any section of Article IV of the Parent Disclosure Letter shall be deemed to be referred to and incorporated in any other section of Article IV of the Parent Disclosure Letter to which such matter’s application or relevance is reasonably apparent on the face of such matter. Any capitalized term used in any Exhibit or any Disclosure Letter but not otherwise defined therein shall have the meaning given to such term herein.

Appears in 2 contracts

Samples: Merger Agreement (Allete Inc), Merger Agreement (Allete Inc)

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Exhibits and Disclosure Letters. The Exhibits to this Agreement and the Disclosure Letters are hereby incorporated and made a part hereof of this Agreement and are an integral part of this Agreement. Each of The Company may, at its option, include in the Company Disclosure Letter, and Parent may, at its option, include in any section of Article III of the Company Disclosure Letter or in any section of Article IV of the Parent Disclosure Letter, respectively, items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein in this Agreement or in the Company Disclosure LettersLetter or the Parent Disclosure Letter, shall not be deemed to be an acknowledgement or representation that such items are material, or to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. The Company Disclosure Letter and the Parent Disclosure Letter shall be organized by section, with each section of the Company Disclosure Letter and the Parent Disclosure Letter corresponding to a Section of this Agreement. Any matter set forth in any section of the Company Disclosure Letters Letter or the Parent Disclosure Letter, as applicable, shall be deemed to be referred to and incorporated in any section of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, to which it is specifically referenced or cross-referenced. Any matter set forth referenced and also in any section all other sections of Article III of the such Company Disclosure Letter shall be deemed (other than Section 3.9(a)) or the Parent Disclosure Letter, as applicable, solely to be referred the extent the relevance of that disclosure as an exception to and incorporated in any (or a disclosure for purposes of) such other section of Article III of the Company Disclosure Letter to which such matter’s application representations, warranties or relevance covenants, as applicable, is reasonably apparent on the face of such matter. Any matter set forth in any section of Article IV of the Parent Disclosure Letter shall be deemed to be referred to and incorporated in any other section of Article IV of the Parent Disclosure Letter to which such matter’s application or relevance is reasonably apparent on the face of such matterits face. Any capitalized term used in any Exhibit Exhibit, the Company Disclosure Letter or any the Parent Disclosure Letter but not otherwise defined therein shall have the meaning given to such term hereinin this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Duckhorn Portfolio, Inc.)

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Exhibits and Disclosure Letters. The Exhibits to this Agreement and the Disclosure Letters are hereby incorporated and made a part hereof of this Agreement and are an integral part of this Agreement. Each of Seller and the Company and Parent Purchaser Group may, at its option, include in any section of Article III of the Company Seller Disclosure Letter or in any section of Article IV of the Parent Purchaser Disclosure Letter, respectively, items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein in this Agreement or in the Disclosure Letters, shall not be deemed to be an acknowledgement acknowledgement, admission or representation (i) that such items are material, or to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise, or that such item would have, or would reasonably be expected to have, a Business Material Adverse Effect, that such item did not arise in the ordinary course of business, or rise to any particular threshold, or (ii) of any non-compliance with, or violation or breach of, any Contract, any other third party rights (including any Intellectual Property rights) or any Law or Order. Each Disclosure Letter shall be organized by section, with each section of such Disclosure Letter corresponding to a Section of this Agreement. Any item, matter or event set forth in any section of the Disclosure Letters shall be deemed to be referred to and incorporated in any section to which it is specifically referenced or cross-referenced. Any matter set forth in any section of Article III of the Company a Disclosure Letter shall be deemed to be referred to and incorporated in any other section of Article III of the Company such Disclosure Letter to which it is specifically referenced or cross-referenced and also in any other sections of the such matter’s application Disclosure Letter or relevance this Agreement where the applicability of such item, matter or event is reasonably apparent on the face of the disclosure. Whenever the Disclosure Letters includes descriptions of certain documents, such matter. Any matter set forth descriptions are qualified in any section of Article IV of their entirety by reference to the Parent Disclosure Letter shall be deemed to be referred to and incorporated in any other section of Article IV of the Parent Disclosure Letter actual documents to which such matter’s application or relevance is reasonably apparent on the face of such matterthey refer. Any capitalized term used in any Exhibit or any Disclosure Letter but not otherwise defined therein shall have the meaning given to such term hereinin this Agreement. Any attachments to the Disclosure Letters form an integral part of such Disclosure Letter and are incorporated by reference into the Disclosure Letter for all purposes as if set forth fully therein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tivity Health, Inc.)

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