Exhibits and Schedules; Interpretation. (a) When a reference is made in this Agreement to a Section, subsection, Appendix, Exhibit or Schedule (including the Schedules included in Article IV, (collectively, the “Disclosure Schedule”)), such reference shall be to a Section, subsection, Appendix, Exhibit or Schedule (including the Disclosure Schedule) of this Agreement unless otherwise indicated. The headings contained in this Agreement, in any Schedules (including the Disclosure Schedule) and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Appendices, Exhibits and Schedules (including the Disclosure Schedules) annexed hereto or referred to herein are hereby incorporated in and made part of this Agreement as if set forth in full herein. Any capitalized term used in any Appendix, Exhibit or Schedule (including the Disclosure Schedule) and not otherwise defined shall have the meaning given to such term in this Agreement. The Disclosure Schedule is arranged in sections and subsections corresponding to the sections and subsections of Article IV. The disclosures in any section or subsection of the Disclosure Schedule shall qualify all other sections and subsections in Article IV to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Company, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect or is outside the ordinary course of business.
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Samples: Stock Purchase Agreement, Stock Purchase Agreement (AutoTrader Group, Inc.)
Exhibits and Schedules; Interpretation. (a) When a reference is made in this Agreement to a Section, subsection, Appendix, Exhibit or Schedule (including the Schedules included in Article IV, (collectively, the “Disclosure Schedule”)), such reference shall be to a Section, subsection, Appendix, Exhibit or Schedule (including the Disclosure Schedule) of this Agreement unless otherwise indicated. The headings contained in this Agreement, in any Schedules (including the Disclosure Schedule) Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Appendices, Exhibits and Schedules Any matter set forth on any Schedule shall be deemed set forth on each other applicable Schedule to the extent that it is Table of Contents reasonably clear from a reading of such disclosure that the disclosure is applicable to such other Schedule. The inclusion of any information (including dollar amounts) in any Schedule shall not be deemed to be an admission or acknowledgment by the Disclosure Company Group or the Sellers that such information is required to be listed on such Schedule or is material to or outside the ordinary course of the business of the Company Group. In addition, matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules) annexed . Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, the Schedules, and Exhibits 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 hereto to any third party of any matter whatsoever (including, without limitation, any violation of Law or breach of contract). Any cost estimates, projections or other forward-looking statements contained or referred to herein in this Agreement or in the Schedules and Exhibits hereto or in any materials that have been provided to Buyer by the Company Group or the Sellers are not and shall not be deemed to be representations or warranties of the Company Group or the Sellers, unless included or identified in the representations and warranties in Sections V or VI of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Article, Section, clause, Schedule or Exhibit shall be to the Articles, Sections and clauses of, and Schedules and Exhibits to, this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. All Schedules and Exhibits are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term Wherever used in any Appendix, Exhibit or Schedule (including the Disclosure Schedule) and not otherwise defined shall have the meaning given to such term in this Agreement, “knowledge” of the Company Group shall mean the actual knowledge, after due inquiry, of the Designated Employees, and “knowledge” of the Buyer shall mean the actual knowledge, after due inquiry of Xxxxxx Flyer, Xxxxx Xxxxxxxxx and Xxxxxx Xx Xxxxx. The Disclosure Schedule is arranged Any references in sections and subsections corresponding this Agreement to the sections and subsections of Article IV. The disclosures in date upon which a Return is due shall be interpreted so as to take into account any section or subsection of the Disclosure Schedule shall qualify all other sections and subsections in Article IV to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Company, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect or is outside the ordinary course of businessvalid extensions.
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Exhibits and Schedules; Interpretation. (a) When a reference is made in this Agreement to a Section, subsection, Appendix, Exhibit or Schedule (including the Schedules included in Article IV, (collectively, the “Disclosure Schedule”)), such reference shall be to a Section, subsection, Appendix, Exhibit or Schedule (including the Disclosure Schedule) of this Agreement unless otherwise indicated. The headings contained in this Agreement, in any Schedules (including the Disclosure Schedule) Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Appendices, Exhibits and Schedules Any matter set forth on any Schedule shall be deemed set forth on each other applicable Schedule to the extent that it is reasonably clear from a reading of such disclosure that the disclosure is applicable to such other Schedule. The inclusion of any information (including dollar amounts) in any Schedule shall not be deemed to be an admission or acknowledgment by the Disclosure Company Group or the Sellers that such information is required to be listed on such Schedule or is material to or outside the ordinary course of the business of the Company Group. In addition, matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules) annexed . Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, the Schedules, and Exhibits 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 hereto to any third party of any matter whatsoever (including, without limitation, any violation of Law or breach of contract). Any cost estimates, projections or other forward-looking statements contained or referred to herein in this Agreement or in the Schedules and Exhibits hereto or in any materials that have been provided to Buyer by the Company Group or the Sellers are not and shall not be deemed to be representations or warranties of the Company Group or the Sellers, unless included or identified in the representations and warranties in Sections V or VI of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Article, Section, clause, Schedule or Exhibit shall be to the Articles, Sections and clauses of, and Schedules and Exhibits to, this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall include the other, in each case unless the context otherwise requires. All Schedules and Exhibits are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term Wherever used in any Appendix, Exhibit or Schedule (including the Disclosure Schedule) and not otherwise defined shall have the meaning given to such term in this Agreement, “knowledge” of the Company Group shall mean the actual knowledge, after due inquiry, of the Designated Employees, and “knowledge” of the Buyer shall mean the actual knowledge, after due inquiry of Xxxxxx Flyer, Xxxxx Xxxxxxxxx and Xxxxxx Xx Xxxxx. The Disclosure Schedule is arranged Any references in sections and subsections corresponding this Agreement to the sections and subsections of Article IV. The disclosures in date upon which a Return is due shall be interpreted so as to take into account any section or subsection of the Disclosure Schedule shall qualify all other sections and subsections in Article IV to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Company, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect or is outside the ordinary course of businessvalid extensions.
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