Common use of Seller Disclosure Schedule Clause in Contracts

Seller Disclosure Schedule. Prior to the Closing Date, each of the Purchaser and the Seller shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event, (i) in the case of the Purchaser, of which the Purchaser is aware, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.01 of this Agreement becoming incapable of being satisfied; and (ii) in the case of the Seller, of which the Seller has Knowledge, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.02 of this Agreement becoming incapable of being satisfied. The Seller may, prior to the Closing Date, deliver to the Purchaser modifications, changes or updates to the Seller Disclosure Schedule in order to disclose or take into account facts, matters or circumstances which would have been required to be set forth or described in such Seller Disclosure Schedule had they occurred prior to the date hereof. If, upon receipt of such supplement or amendment of any section of the Seller Disclosure Schedule, the Purchaser believes it has the right, and elects, to terminate this Agreement pursuant to Section 8.01(d), then such termination shall be the Purchaser’s sole and exclusive remedy relating to matters set forth in amendments or supplements to any section of the Seller Disclosure Schedule. Unless the Purchaser delivers a notice to the Seller to terminate this Agreement pursuant to Section 8.01(d) within fifteen (15) Business Days following the Purchaser’s receipt of any modifications, changes or updates to the Seller Disclosure Schedule from the Seller, notwithstanding any other provision hereof to the contrary, the Seller Disclosure Schedule and the representations and warranties made by the Seller shall be deemed for all purposes to include and reflect such supplements and amendments as of the date hereof and at all times thereafter, including as of the Closing Date.

Seller Disclosure Schedule. Prior The undersigned acknowledge and agree that (a) matters reflected on the Disclosure Schedule are not necessarily limited to the Closing Datematters required to be reflected therein, each of the Purchaser and the Disclosure Schedule may contain information that is not specifically required by this Agreement, which information is provided solely for Buyer’s general information and is not separately represented or warranted, (b) the disclosure or inclusion by the Seller shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event, (i) matter in the case of Disclosure Schedule will not be deemed to constitute an acknowledgement or admission by the Purchaser, of which Seller that the Purchaser matter is aware, that will or is reasonably likely required to result in any of be disclosed by the Conditions set forth in Section 6.01 terms of this Agreement becoming incapable of being satisfied; and or that the matter is material, (iic) headings have been inserted in the case of Disclosure Schedule, and the Seller, of which Disclosure Schedule has been arranged in separately numbered sections corresponding to the Seller has Knowledge, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.02 sections of this Agreement becoming incapable Agreement, for convenience of being satisfied. The Seller mayreference only, prior to (d) the Closing Date, deliver to the Purchaser modifications, changes or updates to the Seller Disclosure Schedule is qualified in order its entirety by reference to disclose specific provisions of this Agreement, and where the terms of a Contract or take into account facts, matters or circumstances which would other disclosure item have been required to be set forth summarized or described in such Seller Disclosure Schedule had they occurred prior to the date hereof. If, upon receipt of such supplement or amendment of any section of the Seller Disclosure Schedule, the Purchaser believes it has the right, and elects, such summary or description does not purport to terminate this Agreement pursuant to Section 8.01(d), then such termination shall be the Purchaser’s sole and exclusive remedy relating to matters set forth in amendments or supplements to any section a complete statement of the Seller Disclosure Schedule. Unless material terms of such Contract or other item, (e) the Purchaser delivers a notice to the Seller to terminate this Agreement pursuant to Section 8.01(d) within fifteen (15) Business Days following the Purchaser’s receipt of any modifications, changes or updates to the Seller Disclosure Schedule from the Seller, notwithstanding any other provision hereof to the contrary, the Seller Disclosure Schedule and the information and statements contained therein are not intended to constitute, and will not be construed as constituting, representations or warranties of the Seller except as and warranties made to the extent provided in this Agreement, and (f) any item of information, matter, or document disclosed or referenced in, or attached to, the Disclosure Schedule will not (i) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or to establish a standard of materiality, (ii) be deemed or interpreted to expand the scope of any representation or warranty, obligation, covenant, condition or agreement contained in this Agreement, (iii) constitute, or be deemed to constitute, an admission of liability or obligation to any third party regarding such matter, (iv) represent an admission to any third party that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, or (v) otherwise constitute, or be deemed to otherwise constitute, an admission to any third party concerning such item or matter. Without limiting the generality of the foregoing, all references in the Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence or existence of breaches or defaults by the Seller shall Seller, any of its Affiliates or third parties, or similar matters or statements, are not intended to be deemed for all purposes admissions against interests, give rise to include and reflect such supplements and amendments as any inference or proof of the date hereof and at all times thereafter, including as accuracy or be admissible against any party by or in favor of the Closing Dateany Person who is not a party to this Agreement.

Seller Disclosure Schedule. Prior to the Closing Date, each of the Purchaser The parties acknowledge and the Seller shall promptly notify the other party agree that (a) matters reflected in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event, (i) in the case of the Purchaser, of which the Purchaser is aware, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.01 of this Agreement becoming incapable of being satisfied; and (ii) in the case of the Seller, of which the Seller has Knowledge, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.02 of this Agreement becoming incapable of being satisfied. The Seller may, prior to the Closing Date, deliver to the Purchaser modifications, changes or updates to the Seller Disclosure Schedule in order are not necessarily limited to disclose or take into account facts, matters or circumstances which would have been required to be set forth reflected therein, (b) the inclusion of any items or described information in such the Seller Disclosure Schedule had they occurred prior that are not required by this Agreement to be so included is solely for the convenience of Buyer, (c) the disclosure by Seller of any matter in the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material, (d) if any section of the Seller Disclosure Schedule pertaining to representations and warranties lists an item or information in such a way as to make its relevance to the date hereof. Ifdisclosure required by or provided in another section of the Seller Disclosure Schedule pertaining to representations and warranties or the statements contained in any Section of ‎Article 3 reasonably apparent on its face, upon receipt the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such supplement other section or amendment the omission of any a reference in the particular representation and warranty to such section of the Seller Disclosure Schedule, the Purchaser believes it has the right(e) except as provided in clause ‎‎(d) above, and elects, to terminate this Agreement pursuant to Section 8.01(d), then such termination shall be the Purchaser’s sole and exclusive remedy relating to matters set forth headings have been inserted in amendments or supplements to any section of the Seller Disclosure Schedule. Unless the Purchaser delivers a notice to the Seller to terminate this Agreement pursuant to Section 8.01(d) within fifteen (15) Business Days following the Purchaser’s receipt of any modifications, changes or updates to the Seller Disclosure Schedule from the Sellerfor convenience of reference only, notwithstanding any other provision hereof to the contrary, and (f) the Seller Disclosure Schedule and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller except as and warranties made by to the extent provided 101 in this Agreement. Without limiting the generality of the foregoing, all references in the Seller shall Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence or existence of breaches or defaults by Seller, any of its Subsidiaries or third parties, or similar matters or statements, are intended only to allocate rights and risks among the parties to this Agreement and are not intended to be deemed for all purposes admissions against interests, give rise to include and reflect such supplements and amendments as any inference or proof of the date hereof and at all times thereafter, including as accuracy or be admissible against any party by or in favor of the Closing Dateany Person who is not a party to this Agreement.

Seller Disclosure Schedule. Prior The Seller Disclosure Schedule shall be subject to the Closing Date, each of following terms and conditions: (a) items shall be arranged in parts corresponding to the Purchaser numbered and the Seller shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event, (i) in the case of the Purchaser, of which the Purchaser is aware, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.01 lettered sections of this Agreement becoming incapable of being satisfiedAgreement; and (iib) any item disclosed in the case of the Seller, of which the Seller has Knowledge, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.02 of this Agreement becoming incapable of being satisfied. The Seller may, prior to the Closing Date, deliver to the Purchaser modifications, changes or updates to the Seller Disclosure Schedule in order with respect to disclose or take into account facts, matters or circumstances which would have been required any particular section of this Agreement shall be deemed to be set forth or described 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 such the Seller Disclosure Schedule had they occurred prior 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 date hereof. If, upon receipt text of such supplement or amendment document, to the extent a true and complete copy of any section 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, Schedule for convenience of reference only and shall to no extent have the Purchaser believes it has effect of amending or changing the right, corresponding provisions in this Agreement; and elects, to terminate this Agreement pursuant to Section 8.01(d), then such termination shall be the Purchaser’s sole and exclusive remedy relating to matters set forth (g) all references in amendments or supplements to any section of the Seller Disclosure Schedule. Unless the Purchaser delivers a notice to the Seller to terminate this Agreement pursuant to Section 8.01(d) within fifteen (15) Business Days following the Purchaser’s receipt of any modifications, changes or updates to the Seller Disclosure Schedule from the Seller, notwithstanding any other provision hereof to the contraryenforceability 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 Disclosure Schedule and the representations 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 warranties made by the Seller shall be deemed for all purposes to include and reflect such supplements and amendments delivered as of the date hereof and at all times thereafterfirst set forth above. Qualcomm Connected Experiences, including as of the Closing Date.Inc. a Delaware corporation By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director PTC Inc. a Massachusetts corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: EVP, CFO EXHIBIT A CERTAIN DEFINED TERMS

Seller Disclosure Schedule. Prior The Seller Disclosure Schedule shall be arranged in Sections corresponding to the Closing Datenumbered Sections contained in Article III or Article IV, each as the case may be, and the disclosure in any Section shall qualify (a) the corresponding Section in Article III or Article IV, as the case may be, and (b) the other Sections in Article III or Article IV, as the case may be, to the extent that it is reasonably apparent on the face of such disclosure that it also qualifies or applies to such other Sections. The inclusion of any information in the Seller Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would reasonably be expected to have a Seller Material Adverse Effect, or is outside the Ordinary Course. 10.13 Non-Survival of Representations, Warranties and Covenants. Notwithstanding any applicable statutes of limitations, which the Parties intend to modify and limit as set forth in this Section 10.13, none of the Purchaser representations, warranties, covenants and other agreements, in each case, contained in this Agreement or in any instrument or certificate delivered by any Party pursuant to this Agreement shall survive the Seller Closing, and neither of the Parties, nor any of their Affiliates or any of their respective Representatives, shall promptly notify have any liability whatsoever after the other party in writing Closing for any breach thereof and no claim for breach of any factsuch representation or warranty, changedetrimental reliance or other right or remedy (whether in contract, conditionin tort or at law or in equity) may be brought after the Closing with respect thereto, circumstance or occurrence or nonoccurrence of any event, (i) except for in the case of Fraud with respect to the Purchaser, of which the Purchaser is aware, that will or is reasonably likely to result in any making of the Conditions set forth representations and warranties contained in Section 6.01 Article III or Article IV of this Agreement becoming incapable or in any Ancillary Agreement or for breaches of being covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which shall survive in accordance with its terms until such covenants and agreements have been performed, waived, or satisfied; . The Buyer acknowledges and (ii) agrees that following the Closing, except in the case of the Seller, of which the Seller has Knowledge, that will or is reasonably likely to result in any of the Conditions set forth in Section 6.02 of this Agreement becoming incapable of being satisfied. The Seller may, prior to the Closing Date, deliver to the Purchaser modifications, changes or updates to the Seller Disclosure Schedule in order to disclose or take into account facts, matters or circumstances which would have been required to be set forth or described in such Seller Disclosure Schedule had they occurred prior to the date hereof. If, upon receipt of such supplement or amendment of any section of the Seller Disclosure ScheduleFraud, the Purchaser believes it has the right, and elects, to terminate this Agreement pursuant to Section 8.01(d), then such termination shall be the PurchaserBuyer’s sole and exclusive remedy relating to matters in respect of any breach of any representation or warranty set forth in amendments Article III or supplements to any section of Article IV shall be under the Seller Disclosure Schedule. Unless the Purchaser delivers a notice to the Seller to terminate this Agreement pursuant to Section 8.01(d) within fifteen R&W Insurance Policy (15) Business Days following the Purchaser’s receipt of any modificationsif any), changes or updates to the Seller Disclosure Schedule from the Sellerand, notwithstanding any other provision hereof to the contrarytherefore, the Seller Disclosure Schedule and shall have no liability whatsoever to the Buyer in respect of such breach, regardless of whether or not the Buyer is able to recover under any R&W Insurance Policy in respect of such breach, except, in each case, in the case of Fraud with respect to the making of the representations and warranties made contained in Article III or Article IV of this Agreement, any Ancillary Agreement, or in any instrument or certificate delivered by any Party pursuant to this Agreement or any Ancillary Agreement. This Section 10.13 shall apply even if (a) the R&W Insurance Policy is never issued by an insurer, (b) the R&W Insurance Policy is revoked, cancelled, terminated, or modified after issuance, (c) the R&W Insurance Policy is expired, (d) the underwriters of the R&W Insurance Policy become insolvent, (e) the Buyer or any Affiliate thereof makes a claim under the R&W Insurance Policy that is denied or not paid by the Seller insurer(s) (or any agent thereof), (f) the Buyer or any Affiliate thereof is unable to make a claim under the R&W Insurance Policy due to lack of coverage or exclusions thereunder, or (g) the Buyer or any Affiliate do not obtain the R&W Insurance Policy. For the avoidance of doubt, and notwithstanding anything to the contrary herein, this Section 10.13 shall be deemed for all purposes not (x) affect any survival periods set forth in the R&W Insurance Policy with respect to include and reflect such supplements and amendments as of claims made under the date hereof and at all times thereafterR&W Insurance Policy (if any), including as of or (y) limit any action based upon Fraud with respect to the Closing Date.making