Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule for which it is reasonably apparent that the information in such Schedule is responsive notwithstanding any reference to a specific Schedule. Disclosure of any matter or item on any Schedule shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such matter or item is material, would have a Material Adverse Effect or is required to be disclosed. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (CastlePoint Holdings, Ltd.)
Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule for which it is reasonably readily apparent that the information in such Schedule is responsive notwithstanding any reference to a specific Schedule. Disclosure of any matter or item on any Schedule shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such item or matter is material or item is material, would have a Material Adverse Effect or is required to be disclosedEffect. No disclosure on a Schedule relating to (i) a possible breach or violation of any Contractcontract, Applicable Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurredoccurred or (ii) a required consent shall be construed as an admission or indication that such consent is required in connection with the transactions contemplated hereby. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Appears in 1 contract
Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules (including the Disclosure Schedules) annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each any other Schedule for which it to the extent applicability to such other Schedule is reasonably apparent that the information in such Schedule is responsive notwithstanding any reference to a specific Scheduleon its face. Disclosure of any matter or item on any Schedule (including the Disclosure Schedules) shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such item or matter is material or item is material, would have a Material Adverse Effect or is required to be disclosedEffect. No disclosure on a Schedule (including the Disclosure Schedules) relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule (including the Disclosure Schedules) or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. In the event of any inconsistency between the statements in the body of this Agreement or any agreement contemplated hereby and those in the Disclosure Schedules (other than an exception expressly set forth as such in such Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.
Appears in 1 contract
Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)
Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule a particular section or subsection of the Schedules with respect to any representation and warranty set forth herein shall be deemed disclosed and incorporated by reference in any other section or subsection of the Schedules with respect to have been any other representation or warranty set forth herein to the extent such matter or item is disclosed on each in such a way as to make its relevance to the information called for by such other Schedule for which it is section or subsection of the Schedules reasonably apparent that the information in such Schedule is responsive notwithstanding any reference to a specific Scheduleon its face. Disclosure of any matter or item on any Schedule shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such item or matter is material or item is material, would reasonably be expected to have a Material Adverse Effect or is required to be disclosedEffect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Am-Source, LLC)
Exhibits/Schedules. The Exhibits References herein to “Exhibits” or “Schedules” shall be deemed to be a reference to the exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreementschedules attached hereto. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full hereinherein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreement. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Schedule Section of the Schedules shall be deemed to have been disclosed on each other Schedule for Section of the Schedules in which it is reasonably apparent on the face of such disclosure that the information in such Schedule is responsive notwithstanding any reference required to a specific Schedulebe included. Disclosure of any matter or item on any Schedule shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such item or matter is material or item is material, would reasonably be expected to have a Material Adverse Effect or is required to be disclosedEffect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Contract or Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Appears in 1 contract
Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. The Schedules to this Agreement shall be arranged in sections and subsections corresponding to the numbered section and lettered subsections of this Agreement, and the exceptions and disclosures in each Schedule shall, except as provided in the next sentence, apply only to the correspondingly numbered section and lettered subsection of this Agreement. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other applicable Schedule for which it if the applicability of such information to such other Schedules is reasonably apparent that the information in on its face. No representation or warranty shall be qualified or otherwise affected by any fact or item disclosed on any Schedule unless such Schedule is responsive notwithstanding any representation or warranty contains a reference to a specific Schedule. Disclosure of any matter or item on any Schedule shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such item or matter is material or item is material, would have a Material Adverse Effect or is required to be disclosedEffect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule for which it is reasonably readily apparent that the information in such Schedule is responsive notwithstanding any reference to a specific Schedule. Disclosure of any matter or item on any Schedule shall not constitute or be deemed to constitute an acknowledgement, admission or indication that any such item or matter is material or item is material, would have a Material Adverse Effect or is required to be disclosedEffect. No disclosure on a Schedule relating to (i) a possible breach or violation of any Contractcontract, Applicable Law or Order order shall be construed as an admission or indication that a breach or violation exists or has actually occurredoccurred or (ii) a required consent shall be construed as an admission or indication that such consent is required in connection with the transactions contemplated hereby. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
Appears in 1 contract
Samples: Reinsurance and Asset Purchase Agreement (HealthMarkets, Inc.)