Common use of Interpretation; Absence of Presumption Clause in Contracts

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule 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 fact of the inclusion of any such item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

Appears in 8 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Cit Group Inc), Purchase and Sale Agreement (SunOpta Inc.)

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Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Company Disclosure Schedule or Purchaser Disclosure Schedule 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 fact of the inclusion of any such item in the Seller Company Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Company Disclosure Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Genesis Energy Lp), Stock Purchase Agreement (Tronox LTD)

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule 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 party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lockheed Martin Corp), Purchase and Sale Agreement (United Technologies Corp /De/)

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Sellers Disclosure Schedule or Purchaser Disclosure Schedule is not intended to imply that such amounts amounts, or higher or lower amounts, or the items so included included, or other items, are or are not material, and no neither Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Sellers Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Sellers Disclosure Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Act II Global Acquisition Corp.)

Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar monetary amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedule or Purchaser either Disclosure Schedule 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 materialmaterial or would reasonably be expected to have a Material Adverse Effect, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedule or Purchaser either Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedule or Purchaser either Disclosure Schedule is or is not material or would reasonably be expected to have a Material Adverse Effect for purposes of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (WEX Inc.)

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Interpretation; Absence of Presumption. (a) It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller XX Xxxxxxx Disclosure Schedule, the Management Blocker Disclosure Schedule, the Company Disclosure Schedule or the Purchaser Disclosure Schedule 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 fact of the inclusion of any such item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule therein in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller XX Xxxxxxx Disclosure Schedule, the Management Blocker Disclosure Schedule, the Company Disclosure Schedule or the Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (Financial Engines, Inc.)

Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, “to the knowledge of Seller” shall mean the actual knowledge, without independent investigation, of the individuals identified in Section 1.3 of the Seller Disclosure Schedule. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule 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 neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedule or Purchaser Disclosure Schedule in any dispute or controversy between the Parties parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Schedule or Purchaser Disclosure Schedule is or is not material for purposes of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cardinal Health Inc)

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