Common use of Materiality; Disclosure Schedules Clause in Contracts

Materiality; Disclosure Schedules. As used in this Agreement, unless the context would require otherwise, the term “material” and the concept of the “material” nature of an effect upon the Sold Companies shall be measured relative to the Sold Companies, taken as a whole. There have been included in the Seller Disclosure Schedule and/or the Buyer Disclosure Schedule and may be included elsewhere in this Agreement items which are not “material” within the meaning of the immediately preceding sentence for informational purposes and in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an agreement or admission by Seller or Buyer that such items are “material” or to further define the meaning of such term for purposes of this Agreement. With respect to the Seller Disclosure Schedule and Buyer Disclosure Schedule hereto, the disclosures made on any Schedule with respect to any representation or warranty shall be deemed to be made with respect to any other representation or warranty to which it relates or to which such matter’s application or relevance is reasonably apparent.

Materiality; Disclosure Schedules. As used in this Agreement, unless the context would require otherwise, the term “material” and the concept of the “material” nature of an effect upon the Sold Companies or the Business shall be measured relative to the Sold Companies, the Purchased Assets and the Assumed Liabilities, taken as a whole, as the Business is currently being conducted. There have been included in the Seller Disclosure Schedule and/or or the Buyer Disclosure Schedule and may be included elsewhere in this Agreement items which are not “material” within the meaning of the immediately preceding sentence for informational purposes and in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, inclusion shall not be deemed to be an agreement or admission by Parent, Seller or Buyer that such items are “material” or to further define the meaning of such term for purposes of this Agreement. With respect to the Seller Disclosure Schedule and Buyer Disclosure Schedule hereto, the disclosures made on any Schedule with respect to any representation or warranty shall be deemed to be made with respect to any other representation or warranty to for which it relates or to which the applicability of such matter’s application or relevance information and disclosure is reasonably apparentapparent on its face.