Recitals, Exhibits and Schedules. The recitals to this Agreement, and all exhibits and schedules referred to in this Agreement are incorporated herein by such reference and made a part of this Agreement. Any matter disclosed in any schedule to this Agreement shall be deemed to be incorporated in all other schedules to this Agreement.
Recitals, Exhibits and Schedules. The recitals contained at the beginning of this Agreement and all Schedules and Exhibits attached hereto shall be deemed an integral part of this Agreement and shall be incorporated herein by reference.
Recitals, Exhibits and Schedules. All of the above recitals are true, correct and complete, as well as each exhibit and schedule attached hereto, which are incorporated herein by reference.
Recitals, Exhibits and Schedules. All Recitals, Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.
Recitals, Exhibits and Schedules. The Preambles and all other Recitals set forth herein are made a part hereof by this reference. Exhibits A through C and Schedules 3.13, 5.3(a), and 5.3(b) shall constitute an integral part of this Agreement.
Recitals, Exhibits and Schedules. Each Recital and Exhibit constitutes an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Recitals and Exhibits.
Recitals, Exhibits and Schedules. Whenever an “Exhibit” is referenced, it means an Exhibit to this Agreement unless otherwise specifically identified. All such Exhibits are incorporated into this Agreement by reference. Recitals found at the beginning of this Agreement and its Exhibits (including any attachments or schedules thereto) and any properly adopted amendments, supplements or replacements thereto are incorporated herein by reference and are important and material parts of this Agreement. If any of the Exhibits required hereunder are not available or completed upon the execution of this Agreement, the validity of this Agreement shall not be affected thereby and the Parties agree to use their reasonable best efforts to obtain or complete and reasonably agree to such Exhibits as soon as possible after the execution of this Agreement and attach the same to their respective copies of this Agreement.
Recitals, Exhibits and Schedules. The Recitals, Exhibits and Schedules hereto shall be construed with and as an integral part of this Agreement to the same effect as if the contents thereof had been set forth verbatim herein. No disclosure set forth in one Schedule shall be deemed to constitute a disclosure for the purposes of any other Schedule unless expressly so stated.
Recitals, Exhibits and Schedules. 1.1 All the above recitals and all the attachments hereto constitute an integral and substantial part of this Agreement.
1.2 The Exhibits to this Agreement are the following: Exhibit A — Certain Definitions Exhibit B — Non-Competition, Non-Solicitation and Confidentiality Agreements Exhibit C — Lease-Back Agreement Exhibit D — Escrow Agreement Exhibit E — Employment Agreement Term Sheets Exhibit F — Preliminary Sale and Purchase Agreement
1.3 The Schedules to this Agreement are the following: Schedule 2.2 — Schedule of Selling Shareholders Schedule 2.4(b)(iv ) — Persons to Execute Non-Competition, Non-Solicitation and Confidentiality Agreements the Disclosure Schedule the Disclosure Schedule Schedule 3.9(d) — Acquired Patents Schedule 7.9 — Persons to Remain Employed Schedule 12.7(c) — Dispute Resolution Procedures
Recitals, Exhibits and Schedules. 1.1 The above Recitals, as well as the Exhibits and Schedules annexed to this Agreement and referred herein shall form an integral and substantial part hereof.
1.2 The following are the Exhibits and Schedules attached hereto and incorporated herein as an integral and substantial part of this Agreement: Exhibit 1 – Powers of Purchaser; Exhibit 2 – Powers of Seller; Exhibit A-1 – Holding Structure of the Company and of Group Companies; Exhibit A-2 – Data Room Documents; Exhibit A-3 – Real Estate Property;
1.1 Example of Calculation of the Closing Date Working Capital and Target Working Capital;
1.2 Accounts Receivables;
1.3 Financial Statements;
