Interpretation of Schedules. Any matter set forth on any Schedule shall be deemed to be referred to on all other Schedules to which such matter logically relates and where such reference would be appropriate and can reasonably be inferred from the matters disclosed on the first Schedule as if set forth on such other Schedules.
Interpretation of Schedules. It is understood and agreed that neither the specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material or otherwise required to be disclosed, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the parties as to whether any obligation, item or matter is or is not material or required to be disclosed for purposes of this Agreement. Seller has included items in the Disclosure Schedule hereto only in order to provide certain information regarding the applicable Purchased Company to Purchaser and inclusion of any item in any Disclosure Schedule should not be deemed an admission as to the existence of any liability or obligation, the validity or accuracy of any claim or as to the absence of any defense or counterclaim with respect thereto. The section numbers in the Disclosure Schedule correspond to the section numbers in this Agreement, and the exceptions, modifications, descriptions and disclosures in the Disclosure Schedule attached hereto are made solely in respect to the representations and warranties or other provisions of this Agreement specifically referenced thereby. Exceptions, modifications, descriptions and disclosures incorporated into any section of the Disclosure Schedule by cross-reference shall be deemed to be included in such section for all purposes. Disclosure of the information contained in one subsection or part of a section of the Disclosure Schedule shall be deemed as proper disclosure for all subsections or parts of such section but not any other section. Matters reflected on the Disclosure Schedule delivered hereunder are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Any such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. The Disclosure Schedules may not be updated after the date hereof.
Interpretation of Schedules. 48 Section 10.14 Acknowledgment of Company's Right to Take Certain Actions.....................................48 Schedule 1.5 Affiliated Limited Partnerships Schedule 1.75 Permitted Liens Schedule 3.1(d) Subsidiaries Schedule 3.3(a) Capital Stock Commitments Schedule 3.3(b) Other Equity Interests Schedule 3.4(d)-A Consents for Initial Closing Schedule 3.4(d)-B Consents for Second Closing Schedule 3.5(a) Company Registration Statements and Company Reports Schedule 3.6(a) Pending Litigation Schedule 3.8(a) Tax Matters Schedule 3.8(b) Tax Assets Schedule 3.8(f) Tax Agreements Schedule 3.9(c) Contracts Schedule 3.10(a) Organizational Documents Schedule 3.11(a) Real Property Schedule 3.11(b) Letters of Intent or Similar Understandings Schedule 3.11(c) Rights of First Refusal Schedule 3.11(d) Non-Compliance and Capital Expenditure Budget and Schedule Schedule 3.11(e) Development Properties
Interpretation of Schedules. Within the Schedules, references to Parent shall be deemed to include any Subsidiaries of Parent providing any Transition Services, as appropriate.
Interpretation of Schedules. Within the Schedules, references to Purchaser or Sellers shall be deemed to include the Subsidiaries of such Party or Parties, as appropriate.
Interpretation of Schedules. 44 Section 10.13 Construction........................................................................45 Section 10.14 Consent to Jurisdiction and Related Matters.........................................45 Section 10.15 Waiver of Jury Trial................................................................46 Section 10.16 Notices.............................................................................46 Section 10.17 Governing Law.......................................................................48 Exhibit A Noncompete Agreement Exhibit B Tax Sharing and Indemnification Agreement Exhibit C Transition Services Agreement Exhibit D Short-Term Note Exhibit E Long-Term Note Exhibit F Convertible Note Exhibit G Beginning Balance Sheet Exhibit H Guaranty Exhibit I Security Agreement (Subsidiaries) Exhibit J Security Agreement (CEDS) Schedule 3.2.5 Required Consents Schedule 3.2.6 Regulatory Approvals Schedule 3.2.7 Subsidiaries of the Company Schedule 3.2.10A Financial Statements Schedule 3.2.10B Exceptions to Financial Statements Schedule 3.2.11A Real Property Schedule 3.2.11B Personal Property Schedule 3.2.12 Intellectual Property Schedule 3.2.13A Material Contracts Schedule 3.2.13B Certain Contracts Schedule 3.2.14 Labor Matters Schedule 3.2.15 Pending Litigation Schedule 3.2.16 Environmental Compliance Schedule 3.2.17 Absence of Changes or Events Schedule 3.2.18 Compliance with Laws Schedule 3.2.20 Insurance Policies Schedule 3.2.21 Employee Benefit Plans Schedule 4.2.2 Ordinary Course of Business Schedule 4.2.3 Continuing Contracts Schedule 4.3.4 Guarantees MERGER AGREEMENT This Merger Agreement (this "Agreement") is made and entered into as of September 8, 1999, by and among CEX Holdings, Inc., a Colorado corporation ("CEX"), Corporate Express Delivery Systems, Inc., a Delaware corporation (the "Company"), United Shipping & Technology, Inc., a Utah corporation ("Buyer") and United Shipping & Technology Acquisition Corp., a Delaware corporation ("Merger Sub"). CEX, the Company, Buyer and Merger Sub are sometimes individually referred to herein as a "party" and sometimes collectively as the "parties".
Interpretation of Schedules. Within the Schedules, references to Service Provider or Service Recipient shall be deemed to include the Affiliates of such Party, as appropriate.
Interpretation of Schedules. It is understood and agreed that neither the specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material or otherwise required to be disclosed, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Disclosure Schedule in any dispute or controversy among the parties as to whether any obligation, item or matter is or is not material or required to be disclosed for purposes of this Agreement. Cyprus Amax has included items in the Company Disclosure Schedule hereto only in order to provide certain information regarding the Company to Buyer and inclusion of any item in any Company Disclosure Schedule should not be deemed an admission as to the existence of any liability or obligation, the validity or accuracy of any claim or as to the absence of any defense or counterclaim with respect thereto. To the extent reasonably apparent from the face thereof, the exceptions, modifications, descriptions and disclosures in the Company Disclosure Schedule attached hereto are made for all relevant purposes of this Agreement and are exceptions to all representations and warranties set forth in this Agreement or in any agreement or instrument delivered pursuant to or in connection with this Agreement, whether or not explicit reference is made to the Company Disclosure Schedule to the extent applicable thereto. To the extent reasonably apparent from the face thereof, disclosure of the information contained in one section or part of the Company Disclosure Schedule shall be deemed as proper disclosure for all sections or parts of such Schedule. Matters reflected on the Company Disclosure Schedule delivered hereunder are not necessarily limited to matters required by this Agreement to be reflected in such Company Disclosure Schedule. Any such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.
Interpretation of Schedules. The fact that any asset, item, action, entity, event, condition, or other matter is set forth or described in any one or more of the Schedules hereto shall not alone be construed as a representation, admission (by any Person) or evidence that such asset, item, action, entity, event, condition, or other matter is, or may at any time be or have been, material in any way to the business or to the transactions contemplated by this Agreement.
Interpretation of Schedules. (a) Any matter set forth in any Schedule shall be deemed to be referred to on all other Schedules to which such matter logically relates and where such reference would be appropriate and can reasonably be inferred from the matters disclosed on the first Schedule as if set forth on such other Schedules.
(b) The inclusion of any item on any Schedule to this Agreement shall not be construed as an indication that such item is material in any respect to the party with respect to which such Schedule relates.
