Seller Disclosure Schedule. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedule, in this Agreement or in the other Transaction Documents, the information and disclosures contained in any Section of the Seller Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Seller Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such disclosure notwithstanding the omission of a reference or a cross-reference with respect thereto and notwithstanding any reference to a Section of the Seller Disclosure Schedule in this Agreement. Certain items and matters (other than matters required by a particular representation or warranty to be included in the Seller Disclosure Schedule) are listed in the Seller Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Seller Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants and agreements contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Seller Disclosure Schedule shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in the Seller Disclosure Schedule (other than any matters required by a particular representation or warranty to be included in the Seller Disclosure Schedule). Without limiting the foregoing, no reference to, or disclosure of, a possible breach or violation of any contract or agreement, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Seller Disclosure Schedule. The Seller Parties have set forth information on the Seller Disclosure Schedule in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the Seller Disclosure Schedule need not be set forth in any other section so long as its relevance to such other section of the Seller Disclosure Schedule or section of the Agreement is readily apparent on the face of the information disclosed therein to the Person to which such disclosure is being made. The parties acknowledge and agree that (1) the Seller Disclosure Schedule to this Agreement may include certain items and information solely for informational purposes for the convenience of Buyer and (2) the disclosure by the Seller Parties of any matter in the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment by the Seller Parties that the matter is required to be disclosed by the terms of this Agreement or that the matter is material.
Seller Disclosure Schedule. (a) The parties acknowledge and agree that (i) the Seller Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer (provided, however, that each item set forth in the Seller Disclosure Schedule shall be reasonably apparent on its face and shall be set forth with reasonable specificity regarding the provisions in the Agreement to which it relates) and (ii) the disclosure by Cambrex and the Sellers of any matter in the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment by Cambrex or the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material to the Rutherford Chemicals Business or otherwise.
(b) Cambxxx xxx Xxllers shall from time to time prior to the second business day preceding the Closing, supplement or amend the Seller Disclosure Schedule with respect to any matter hereinafter arising or discovered of which they become aware that could reasonably be expected to cause any condition to Closing not to be satisfied as of the Closing Date. Any such supplemental or amended disclosure shall not be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the condition set forth in Section 10.02(a)(ii) has been satisfied or to have cured any breach of representation or warranty required to be made in this Agreement as of any date on or prior to the date of this Agreement for purposes of Article XII.
(c) The disclosure of any liability or obligation in the Seller Disclosure Schedule shall not create an Assumed Liability except to the extent that the disclosure of any such liability or obligation has been expressly assumed by Buyer as an Assumed Liability as provided on Annex A to this Agreement.
Seller Disclosure Schedule. The Seller Disclosure Schedule shall be subject to the following terms and conditions: (a) items shall be arranged in parts corresponding to the numbered and lettered sections of this Agreement; (b) any item disclosed in the Seller Disclosure Schedule with respect to any particular section of this Agreement shall be deemed to be disclosed with respect to all other sections of this Agreement to the extent that it is reasonably apparent that such disclosure is related to such other sections of this Agreement; (c) no disclosure of any matter contained in the Seller Disclosure Schedule shall create an implication that such matter meets any standard of materiality, is outside the ordinary course of business or constitutes noncompliance with, or a violation of applicable law, any order by a Governmental Authority or contract (it being acknowledged that matters reflected in the Seller Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the applicable Seller Disclosure Schedule; such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature); (d) any disclosures contained in the Seller Disclosure Schedule which refer to a document are qualified in their entirety by reference to the text of such document, to the extent a true and complete copy of which was included in the due diligence information supplied to Purchaser; (e) headings and introductory language have been inserted on the sections of the Seller Disclosure Schedule for convenience of reference only and shall to no extent have the effect of amending or changing the corresponding provisions in this Agreement; and (g) all references in the Seller Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and Seller and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The parties to this Agreement have caused this Agreement to be executed and delivered as of the date first set forth above. Qualcomm Connected Experiences, Inc....
Seller Disclosure Schedule. DISPUTES
Seller Disclosure Schedule. INTELLECTUAL PROPERTY LICENSES
Seller Disclosure Schedule. Nothing in Seller Disclosure Schedule constitutes an admission of any liability or obligation of Seller or the Seller Group to any third party, nor an admission against Seller’s or the Seller Group's interest to any third party. Seller Disclosure Schedule contains information, descriptions and disclosures regarding Seller only, all of which constitutes confidential information of Seller.
Seller Disclosure Schedule. Section 1.01(b) Knowledge of Seller
Seller Disclosure Schedule. The Sellers may supplement the information set forth on the Seller Disclosure Schedule with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule on the date of this Agreement or that is necessary to correct any information in the Seller Disclosure Schedule which has been rendered inaccurate thereby promptly following discovery thereof.
Seller Disclosure Schedule. The Seller Disclosure Schedule is hereby amended as set forth in Annex II hereto. The Purchaser acknowledges its receipt of such amendments to the Seller Disclosure Schedule and reserves all of its rights under the Purchase Agreement, including under Section 5.07(a).
