Common use of Seller Disclosure Schedule Clause in Contracts

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. Notwithstanding anything The Seller Disclosure Schedule has been arranged for purposes of convenience in separately numbered sections corresponding to the contrary contained in sections of this Agreement, and it is expressly understood and agreed that (a) the Seller Disclosure Schedule, in this Agreement disclosure of any fact or in the other Transaction Documents, the information and disclosures contained item in any Section section of the Seller Disclosure Schedule shall be deemed disclosure with respect to be disclosed and incorporated by reference in each any other Section or subsection of the Seller Disclosure Schedule as though fully set forth in such other Section to the extent the relevance applicability of such information the disclosure to such other Section or subsection is reasonably apparent on the face of such disclosure notwithstanding without the omission of a reference or need for a cross-reference with respect thereto and notwithstanding reference, (b) the disclosure of 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 matter or warranty to be included in the Seller Disclosure Schedule) are listed item in the Seller Disclosure Schedule for informational purposes only and may shall not be deemed to constitute an acknowledgement that such matter or item is required to be listed therein by disclosed therein, (c) the terms mere inclusion of this Agreement. In no event shall the listing of items or matters an item in the Seller Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception, any violation of Law or interpreted breach of Contract or material fact, event or circumstance or that such item has had or would be reasonably likely to broadenhave a Material Adverse Effect, (d) the information and disclosures contained therein shall not be construed or otherwise expand deemed to constitute, any representation, warranty, covenant or obligation of the scope of, Selling Entities or any other Person except to the representations and warranties or covenants and agreements contained extent explicitly provided in this Agreement. No reference to, or disclosure of, any item or matter and (e) the disclosures set forth in any Section of this Agreement or any Section of the Seller Disclosure Schedule shall not be construed deemed to expand the scope of any, or create any new, representation, warranty, covenant or agreement set forth herein. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Seller Disclosure Schedule or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as an admission material or indication that such threatened) or are within or outside of the Ordinary Course of Business, and neither Party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Schedules or exhibits in any dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Seller Disclosure Schedule or Exhibits hereto is material or that such item or matter is not required to be referred disclosed (including whether the amount or items are required to be disclosed as material or disclosed threatened) or are within or outside of the Ordinary Course of Business. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on the Seller Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement, or item. The information contained in this Agreement or Agreement, 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 and Exhibits hereto is disclosed solely for purposes 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 occurredthis Agreement.

Seller Disclosure Schedule. Notwithstanding anything to the contrary contained in the The Seller Disclosure Schedule, Schedule is incorporated in and made a part of this Agreement or as if set forth in the other Transaction Documents, the information and disclosures contained in full herein. Disclosure of any Section of item on 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 constitute an admission or indication that such item or matter is material or that such item would constitute a Material Adverse Effect, is outside the ordinary course of business or matter is required to be referred to or disclosed in this Agreement or in disclosed. No disclosure on the Seller Disclosure Schedule (other than any matters required by a particular representation or warranty relating 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 agreementContract, Law or Governmental Order shall be construed as an admission or indication that a any breach or violation exists or has actually occurred. Nothing contained in the Seller Disclosure Schedule should be construed as an admission of liability or responsibility of any Party to any third party in connection with any pending or threatened Legal Proceeding or otherwise. Any disclosure, exception, qualification, limitation, document or other item described in any exhibit, schedule, provision, sub-provision, Section or subsection of the Seller Disclosure Schedule with respect to a particular representation or warranty contained in this Agreement shall be deemed to be an exception or qualification with respect to all other representations and warranties contained in this Agreement to the extent that it is reasonably apparent on its face that such disclosure, exception, qualification, limitation, document or other item is applicable to such other representations and warranties. Except as otherwise expressly set forth in any Section or subsection of the Seller Disclosure Schedule, in no event will the listing or disclosure of any information or document in any Section or subsection of the Seller Disclosure Schedule or in the documents referred to or incorporated by reference in any such Section or subsection of the Seller Disclosure Schedule constitute or be deemed to imply any representation, warranty, undertaking, covenant or other obligation of Seller not expressly set out in this Agreement or will such disclosure be construed as extending the scope of any representation or warranty, undertaking, covenant or obligation set out in this Agreement. Where brief particulars of a matter are set out or referred to in the Seller Disclosure Schedule, or a document is referred to but not attached, or a reference is made to a particular part only of such a document, full particulars of the matter and full contents of the document are deemed to be disclosed as if set out in full in the Seller Disclosure Schedule, and the reference to the document in the Seller Disclosure Schedule shall be deemed to incorporate by reference all terms and conditions of, and amendments, purchase orders, schedules and annexes to, such document, provided that such documents, amendments, purchase orders, schedules and annexes, as applicable, were made available to Buyer prior to the date of this Agreement. The information about Contracts or documents listed in the Seller Disclosure Schedule is for identification purposes and is not intended to summarize the terms of such Contracts or documents. Where the terms and conditions of a Contract or document are referenced, summarized or described in the Seller Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the terms or conditions of such Contract or document and such reference, summary or description is qualified in its entirety by the specific terms and conditions of such Contract or document, provided that a copy of such Contract or document was made available to Buyer prior to the date of this Agreement.

Seller Disclosure Schedule. Notwithstanding anything The Seller Disclosure Schedule has been arranged for purposes of convenience in separately numbered sections corresponding to the contrary contained sections of this Agreement, and it is expressly understood and agreed that (a) the disclosure of any fact or item in any section of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other Section or subsection of the Seller Disclosure Schedule to the extent the applicability of the disclosure to such other Section or subsection is readily apparent on the face of such disclosure without the need for a cross-reference, (b) the disclosure of any matter or item in the Seller Disclosure ScheduleSchedule shall not be deemed to constitute an acknowledgement that such matter or item is required to be disclosed therein, in this Agreement or (c) the mere inclusion of an item in the other Transaction DocumentsSeller Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception, any violation of Law or breach of Contract or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect, (d) the information and disclosures contained therein shall not be construed or otherwise deemed to constitute, any representation, warranty, covenant or obligation of the Selling Entities or any other Person except to the extent explicitly provided in this Agreement, and (e) the disclosures set forth in the Seller Disclosure Schedule shall not be deemed to expand the scope of any, or create any new, representation, warranty, covenant or agreement set forth herein. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Seller Disclosure Schedule or the attached exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and neither Party will use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Schedules or exhibits in any Section dispute or controversy between the Parties as to whether any obligation, item or matter not set forth or included in this Agreement, the Seller Disclosure Schedule or Exhibits hereto is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on the Seller Disclosure Schedule is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument, plan, arrangement, or item. The information contained in this Agreement, in the Seller Disclosure Schedule and Exhibits hereto is disclosed solely for purposes of this Agreement. The Selling Entities may (but shall not be obligated to) supplement or amend the Seller Disclosure Schedule to reflect (i) any fact, event or condition arising after the date hereof and prior to the Closing which, if existing or occurring as of the date of this Agreement, would have been required to be described in the Seller Disclosure Schedule in order to avoid any representation or warranty of the Selling Entities contained in this Agreement from being untrue or inaccurate and (ii) any fact, event or condition which first became known to a Knowledge party of any Selling Entity listed in clause (b) of the definition of “Knowledge” after the date hereof which, if known to such person prior to the date of this Agreement, would have been required to be described in the Seller Disclosure Schedule in order to avoid any representation or warranty of the Selling Entities contained in this Agreement which is subject to the Knowledge of the Seller or any other Selling Entity from being untrue or inaccurate. Any such supplement or amendment of the Seller Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section cure the breach of the Seller Disclosure Schedule as though fully set forth in any 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 and amend and/or supplement the Seller Disclosure Schedule, as applicable, for all purposes hereunder, except for purposes of determining whether or not the condition set forth in Section 8.2(b) 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 occurredbeen satisfied.

Seller Disclosure Schedule. Notwithstanding anything Although Seller will use its reasonable best efforts to the contrary contained in cross-reference applicable Sections of the Seller Disclosure ScheduleSchedule where appropriate, in this Agreement or in the other Transaction Documents, the information and disclosures contained any matter disclosed in any Section of the Seller Disclosure Schedule shall be deemed to be disclosed for all purposes of this Agreement and incorporated by reference in each all other Section Sections of the Seller Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of that it is readily apparent that such information disclosure is applicable 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 Sections of the Seller Disclosure Schedule Schedule. The inclusion of any information 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 not be construed as deemed to be an admission or indication acknowledgment or otherwise imply that such item or matter is material or that such item or matter information is required to be referred listed in any Section of the Seller Disclosure Schedule or that any such matter rises to a Material Adverse Effect or is material to or disclosed in this Agreement outside the ordinary course of business of the Company or any of its Subsidiaries or the Business (or that any such matter is above any specified threshold). Matters reflected in the Seller Disclosure Schedule (other than any are not necessarily limited to matters required by a particular representation or warranty this Agreement to be included reflected in the Seller Disclosure Schedule). Without limiting Such additional matters are set forth for informational purposes and the foregoingSeller Disclosure Schedule does not necessarily include other matters of a similar nature. All references in the Seller Disclosure Schedule to the enforceability of agreements with third parties, no reference tothe 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 are 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. In addition, the disclosure of any matter in the Seller Disclosure Schedule is not to be deemed an admission that such matter actually constitutes non-compliance with, or a violation of, a possible breach any Law, Permit or violation Contract or other topic to which such disclosure is applicable. In no event shall the disclosure of any contract matters disclosed in the Seller Disclosure Schedule or agreementthe Electronic Data Room be deemed or interpreted to broaden Seller’s representations and warranties, Law obligations, covenants, conditions or Governmental Order agreements contained in this Agreement. The headings contained in the Seller Disclosure Schedule are for convenience of reference only and shall not be construed as an admission deemed to modify or indication that a breach influence the interpretation of the information contained in the Seller Disclosure Schedule or violation exists or has actually occurredthis Agreement.

Seller Disclosure Schedule. Notwithstanding anything The Seller Disclosure Schedule is arranged in sections and paragraphs corresponding to the contrary contained numbered and lettered sections and paragraphs of this Agreement. For the purposes of this Agreement, any matter that is disclosed in the Seller Disclosure Schedule, Schedule in this Agreement a manner that makes its relevance to one or in the more other Transaction Documents, the information and disclosures contained in any Section sections of the Seller Disclosure Schedule readily apparent on its face shall be deemed to be disclosed and incorporated by reference have been included in each such other Section 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 cross 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 Agreementthereto. No reference to, to or disclosure of, of any item or other 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 other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in this Agreement the Seller Disclosure Schedule. The disclosure of any matter or item in the Seller Disclosure Schedule (other than hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The information set forth in the Seller Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any Contract. The Seller Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of Seller contained in this Agreement. Nothing in the Seller Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Seller Disclosure Schedule are not necessarily limited to matters required by a particular representation or warranty the Agreement to be included reflected in the Seller Disclosure Schedule). Without limiting the foregoing, no reference to, or disclosure of, Such additional matters are set forth for informational purposes and do not necessarily include other matters 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 occurredsimilar nature.

Seller Disclosure Schedule. Notwithstanding anything The Seller Disclosure Schedule has been arranged in schedules numbered to correspond to the contrary contained Sections of this Agreement. For the purposes of this Agreement, any information or matter disclosed in a schedule in the Seller Disclosure Schedule, in Schedule that is numbered to correspond to a particular Section of 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 have been disclosed and incorporated by reference in each with respect to any other Section section of the Seller Disclosure Schedule as though fully set forth in such other Section this Agreement to the extent the relevance of such information applicability to such other Section is reasonably apparent on from the face of such disclosure notwithstanding the omission of a reference or a where noted with applicable 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 Agreementreferences. No reference to, to or disclosure of, of any item or other 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 other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in this Agreement or the Seller Disclosure Schedule. The information set forth in the Seller Disclosure Schedule (other than is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by Seller to any third party of any matter whatsoever, including any violation of Law or breach of any Contract. The Seller Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of Seller contained in this Agreement. Nothing in the Seller Disclosure Schedule shall be deemed to broaden the scope of any representation or warranty contained in this Agreement or create and representation, warranty or covenant. Matters reflected in the Seller Disclosure Schedule are not necessarily limited to matters required by a particular representation or warranty the Agreement to be included reflected in the Seller Disclosure Schedule). Without limiting Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. In disclosing the foregoinginformation in the Seller Disclosure Schedule, no Seller (on behalf of itself and the Company Entities) expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein. References to any document contained in the Seller Disclosure Schedule are not intended to summarize or describe such document, but rather are for convenience only and reference to, or disclosure of, should be made to such document for 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 occurredfull explanation thereof.

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 Any matter disclosed in any Section of the Seller Disclosure Schedule shall be deemed to be disclosed for all purposes of the Agreement and incorporated by reference all other Sections of the Seller Disclosure Schedule set forth herein to the extent that it is reasonably apparent that such disclosure is applicable to such other Sections of the Seller Disclosure Schedule. The inclusion of any information in each other any Section of the Seller Disclosure Schedule as though fully set forth in such other Section shall not be deemed to the extent the relevance of be an admission or acknowledgment or otherwise imply that such information is required 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 be listed in any reference to a Section of the Seller Disclosure Schedule or that any such matter rises to a Material Adverse Effect or is material to or outside the ordinary course of business of the Company or the Business (or that any such matter is above any specified threshold). Matters reflected in this Agreement. Certain items and matters (other than the Seller Disclosure Schedule are not necessarily limited to matters required by a particular representation or warranty this Agreement to be included reflected in the Seller Disclosure Schedule) . Such additional matters are listed set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Seller Disclosure Schedule for informational purposes 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 may risks between Purchaser and Seller and are not be required intended to be listed therein admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by the terms of 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. In addition, the disclosure of any matter in the Seller Disclosure Schedule is not to be deemed an admission that such matter actually constitutes non-compliance with, or a violation of Law, any Permit or Contract or other topic to which such disclosure is applicable. In no event shall the listing disclosure of items or matters disclosed in the Seller Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the broaden Seller's representations and warranties warranties, obligations, covenants, conditions 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 The headings contained in the Seller Disclosure Schedule (other than any matters required by a particular representation are for convenience of reference only and shall not be deemed to modify or warranty to be included influence the interpretation of the information contained in the Seller Disclosure Schedule). Without limiting the foregoing, no reference to, Schedule 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 occurredthis Agreement.

Seller Disclosure Schedule. Notwithstanding anything Any information disclosed pursuant 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 hereto or any Disclosure Update Notice shall be deemed to be disclosed and incorporated to Buyer for all purposes of this Agreement, notwithstanding the fact that the Seller Disclosure Schedule or Disclosure Update Notice is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference in each other Section to a specific 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 Disclosure Update Notice and notwithstanding any that a particular representation and warranty may not make a reference to a Section section of the Seller Disclosure Schedule in this Agreementor Disclosure Update Notice. Certain items and matters (other than matters required by a particular representation or warranty to be included in the Seller Disclosure Schedule) are listed The inclusion of information in the Seller Disclosure Schedule or Disclosure Update Notice shall not be construed as, and shall not constitute, an admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to Seller or the Company. In addition, matters reflected in the Seller Disclosure Schedule or Disclosure Update Notice are not necessarily limited to matters required by this Agreement to be reflected in the Seller Disclosure Schedule or Disclosure Update Notice. Such additional matters are set forth for informational purposes only and may do not be required to be listed therein by necessarily include other matters of a similar nature. Neither the terms specification of this Agreement. In no event shall the listing of items any payment amount 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 provision of this Agreement nor the inclusion of any specific item or matter in any Section of the Seller Disclosure Schedule or Disclosure Update Notice is intended to imply that such amount, or higher or lower amounts, or the item or matter so specified or included, or other items or matters, are or are not material, and no party hereto shall be construed use the fact of the specification of any such amount or the specification or inclusion of any such item or matter in any dispute or controversy between the parties hereto as an admission to whether any item or indication matter not specified herein or included in any Seller Disclosure Schedule or Disclosure Update Notice is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Seller Disclosure Schedule or Disclosure Update Notice is intended to imply that such item or matter is material matter, or other items or matters, are or are not in the ordinary course of business or that such item represents a material exception or fact, event or circumstance or that such item has had or is expected to have a Material Adverse Effect, and no party hereto shall use the fact of the specification or the inclusion of any such item or matter is required in any dispute or controversy between the parties hereto as to be referred to whether any item or disclosed matter not specified herein or included in this Agreement or in the any Seller Disclosure Schedule (other than any matters required by a particular representation or warranty to be included Disclosure Update Notice is or is not in the Seller Disclosure Schedule)ordinary course of business for purposes of this Agreement. 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.SPI-900029917v22 64