Common use of Exhibits and Disclosure Schedule Clause in Contracts

Exhibits and Disclosure Schedule. The Exhibits to this Agreement and the Disclosure Schedules are incorporated and made a part hereof and are an integral part of this Agreement. Sellers may, at their option, include in the Seller Disclosure Schedule items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Seller Disclosure Schedule, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. The Seller Disclosure Schedule shall be organized into sections that correspond to the Sections of this Agreement. Any item set forth in any section of the Seller Disclosure Schedule that corresponds to a Section of this Agreement shall apply to and qualify only such Section of this Agreement and any other Section of this Agreement that contains a representation or warranty if such item’s relevance to such other Section is reasonably apparent on its face without further inquiry and shall apply to and qualify such representation or warranty regardless of whether there is a reference to such Section of the Seller Disclosure Schedule in such Section of this Agreement. Any capitalized term used in any Exhibit or the Seller Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Media Solutions, Inc.), Asset Purchase Agreement (Digital Media Solutions, Inc.)

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Exhibits and Disclosure Schedule. The Exhibits to this Agreement hereto and the Seller Disclosure Schedules Schedule are incorporated and made a part hereof and are an integral part hereof. The Seller Disclosure Schedule shall be organized into sections that correspond to the Sections hereof. Any item specifically set forth in a particular section of this Agreementthe Seller Disclosure Schedule that corresponds to a Section hereof to which the item relates shall apply to and be deemed disclosed with respect to such Section hereof and each other Section hereof to the extent that the relevance of such disclosure to such other Section is reasonably apparent on the face of such disclosure. Sellers may, at their option, include Each capitalized term used in any Exhibit or in the Seller Disclosure Schedule but not otherwise defined therein has the meaning given to such term herein. The Seller Disclosure Schedule may include items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Seller Disclosure Schedule, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement hereof or otherwise. The Seller Disclosure Schedule shall be organized into sections that correspond to the Sections of this Agreement. Any item set forth in any section of the Seller Disclosure Schedule that corresponds to a Section of this Agreement shall apply to and qualify only such Section of this Agreement and any other Section of this Agreement that contains a representation or warranty if such item’s relevance to such other Section is reasonably apparent on its face without further inquiry and shall apply to and qualify such representation or warranty regardless of whether there is a reference to such Section of the Seller Disclosure Schedule in such Section of this Agreement. Any capitalized term used in any Exhibit or the Seller Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.

Appears in 1 contract

Samples: Purchase and Sale Agreement (First Solar, Inc.)

Exhibits and Disclosure Schedule. The Exhibits to this Agreement and the Company Disclosure Schedules Schedule are incorporated and made a part hereof and are an integral part of this Agreement. Sellers Each of the Company and Parent may, at their its option, include in the Seller Company Disclosure Schedule Schedule, 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 Seller Company Disclosure Schedule, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. The Seller Nothing in the Company Disclosure Schedule shall be is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. The Company Disclosure Schedule is organized into sections that correspond to the Sections of this Agreement. Any item set forth in any section of the Seller Company Disclosure Schedule that corresponds to a Section of this Agreement shall apply to and qualify only (i) such Section of this Agreement and (ii) any other Section of this Agreement that contains a representation or warranty if such item’s relevance to such other Section is reasonably apparent on its face without further inquiry and shall apply to and qualify such representation or warranty regardless of whether there is a reference to such Section of the Seller Disclosure Schedule in such Section of this Agreementinquiry. Any capitalized term used in any Exhibit or the Seller any Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Helmerich & Payne, Inc.)

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Exhibits and Disclosure Schedule. The Exhibits to this Agreement and the Seller Disclosure Schedules Schedule are incorporated and made a part hereof and are an integral part of this Agreementhereof. Sellers The Seller Parties may, at their option, include in the Seller Disclosure Schedule items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Seller Disclosure Schedule, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement hereof or otherwise. The Seller Disclosure Schedule shall be organized into sections that correspond to the Sections of this Agreementhereof. Any item set forth information disclosed in any section of the Seller Disclosure Schedule that corresponds to a Section of this Agreement hereof shall apply to and qualify only (i) such Section of this Agreement hereof and (ii) any other Section of this Agreement that contains a representation or warranty in Article II if such iteminformation’s relevance to such other Section is reasonably apparent on its face without further inquiry and shall apply to and qualify such representation or warranty regardless of whether there is a reference to such Section of inquiry; provided, however, that nothing in the Seller Disclosure Schedule shall apply to or qualify the representation and warranty in such Section of this Agreement2.7(b). Any capitalized term used in any Exhibit or the Seller Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Performance Food Group Co)

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