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.
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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 between 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. Seller Cyprus Amax has included items in the Company Disclosure Schedule hereto only in order to provide certain information regarding the applicable Purchased Company to Purchaser 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. The section numbers in To the Disclosure Schedule correspond to extent reasonably apparent from the section numbers in this Agreementface thereof, and the exceptions, modifications, descriptions and disclosures in the Company Disclosure Schedule attached hereto are made solely in respect for all relevant purposes of this Agreement and are exceptions to the all representations and warranties or other provisions of set forth in this Agreement specifically referenced thereby. Exceptionsor in any agreement or instrument delivered pursuant to or in connection with this Agreement, modifications, descriptions and disclosures incorporated into any section of whether or not explicit reference is made to the Company Disclosure Schedule by cross-reference shall be deemed to be included in such section for all purposesthe extent applicable thereto. Disclosure To the extent reasonably apparent from the face thereof, disclosure of the information contained in one subsection section or part of a section of the Company Disclosure Schedule shall be deemed as proper disclosure for all subsections sections or parts of such section but not any other sectionSchedule. 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. The Disclosure Schedules may not be updated after the date hereof.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Cyprus Amax Minerals Co)
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 any higher or lower amountsamount, 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 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 Agreementmaterial. Seller CEX has included items in the Company Disclosure Schedule hereto only in order to provide certain information regarding the applicable Purchased Company and its Subsidiaries to Purchaser 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. The section numbers in the Disclosure Schedule correspond to the section numbers in this Agreement, and the exceptions, modifications, descriptions and disclosures in the Company Disclosure Schedule attached hereto are made solely in respect for all relevant purposes of this Agreement and are exceptions to the representations and warranties or other provisions of set forth in this Agreement specifically referenced thereby. Exceptionsor in any agreement or instrument delivered pursuant to or in connection with this Agreement, modifications, descriptions and disclosures incorporated into any section of whether or not explicit reference is made to the Company Disclosure Schedule by cross-reference shall be deemed to be included in such section for all purposesthe extent applicable thereto. Disclosure of the information contained in one subsection section or part of a section of the Company Disclosure Schedule shall be deemed as proper disclosure for all subsections sections or parts of such section but not any other sectionSchedule. 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. The Disclosure Schedules may not be updated after the date hereof.
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Samples: Merger Agreement (United Shipping & Technology Inc)
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 Business 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.
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