Common use of Seller Disclosure Schedule Clause in Contracts

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. (a) The parties undersigned acknowledge and agree that (ia) matters reflected on the Seller Disclosure Schedule are not necessarily limited to matters required to be reflected therein, and the Disclosure Schedule may include certain items and contain information that is not specifically required by this Agreement, which information is provided solely for informational purposes for the convenience of Buyer Buyer’s general information and is not separately represented or warranted, (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 (iib) the disclosure or inclusion by Cambrex and the Sellers Seller of any matter in the Seller Disclosure Schedule shall will not be deemed to constitute an acknowledgment acknowledgement or admission by Cambrex or the Sellers Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material material, (c) headings have been inserted in the Disclosure Schedule, and the Disclosure Schedule has been arranged in separately numbered sections corresponding to the Rutherford Chemicals Business sections of this Agreement, for convenience of reference only, (d) the Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement, and where the terms of a Contract or otherwise. other disclosure item have been summarized or described in the Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such Contract or other item, (be) Cambxxx xxx Xxllers shall from time the Disclosure Schedule and the information and statements contained therein are not intended to time prior constitute, and will not be construed as constituting, representations or warranties of the Seller except as and to the second business day preceding extent provided in this Agreement, and (f) any item of information, matter, or document disclosed or referenced in, or attached to, the Closing, supplement or amend the Seller Disclosure Schedule with respect will not (i) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or to any matter hereinafter arising or discovered establish a standard 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 materiality, (ii) be deemed or interpreted to have cured any breach expand the scope of any representation or warranty made warranty, obligation, covenant, condition or agreement contained in this Agreement for purposes Agreement, (iii) constitute, or be deemed to constitute, an admission 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 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 Seller Disclosure Schedule shall not create an Assumed Liability except to the extent that enforceability of agreements with third parties, the disclosure existence or non-existence of third-party rights, the absence or existence of breaches or defaults by the Seller, any of its Affiliates or third parties, or similar matters or statements, are not intended to be admissions against interests, give rise to any inference or proof of accuracy or be admissible against any party by or in favor of any such liability or obligation has been expressly assumed by Buyer as an Assumed Liability as provided on Annex A Person who is not a party to this Agreement.

Seller Disclosure Schedule. (a) The parties acknowledge and agree that (ia) 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 matters reflected in the Seller Disclosure Schedule shall are not necessarily limited to matters required to be reasonably apparent on its face and shall be set forth with reasonable specificity regarding reflected therein, (b) the provisions inclusion of any items or information in the Seller Disclosure Schedule that are not required by this Agreement to which it relates) and be so included is solely for the convenience of Buyer, (iic) the disclosure by Cambrex and the Sellers Seller of any matter in the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment acknowledgement by Cambrex or the Sellers Seller 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. material, (bd) Cambxxx xxx Xxllers shall from time to time prior to the second business day preceding the Closing, supplement or amend if any section of the Seller Disclosure Schedule with respect pertaining to any matter hereinafter arising representations and warranties lists an item or discovered of which they become aware that could reasonably be expected information in such a way as to cause any condition make its relevance to Closing not to be satisfied as the disclosure required by or provided in another section of the Closing Date. Any such supplemental Seller Disclosure Schedule pertaining to representations and warranties or amended disclosure the statements contained in any Section of ‎Article 3 reasonably apparent on its face, the matter shall not be deemed to have cured any breach been disclosed in or with respect to such other section, notwithstanding the omission of any an appropriate cross-reference to such other section or the omission of a reference in the particular representation or and warranty made to such section of the Seller Disclosure Schedule, (e) except as provided in this Agreement for purposes of determining whether or not the condition set forth in Section 10.02(a)(iiclause ‎‎(d) has above, headings have 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 inserted in the Seller Disclosure Schedule for convenience of reference only, and (f) the Seller Disclosure Schedule and the information and statements contained therein are not intended to constitute, and shall not create an Assumed Liability be construed as constituting, representations or warranties of Seller except as and to the extent that provided in this Agreement. Without limiting the disclosure generality of the foregoing, 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 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 admissions against interests, give rise to any inference or proof of accuracy or be admissible against any party by or in favor of any such liability or obligation has been expressly assumed by Buyer as an Assumed Liability as provided on Annex A Person who is not a party to this Agreement.

Seller Disclosure Schedule. (a) The parties acknowledge and agree that (i) the Seller Disclosure Schedule may include certain items is arranged in sections and information solely for informational purposes for subsections corresponding to the convenience sections and subsections contained in Article II and the other relevant sections and subsections of Buyer (this Agreement; 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 be deemed to be disclosed with respect to each other section of this Agreement to the extent that such disclosure’s applicability to such other section is reasonably apparent on the face of such disclosure. Any such disclosure shall expressly not be deemed to constitute an acknowledgment admission by Cambrex Seller or the Sellers to otherwise imply that the matter is required to be disclosed by the terms of this Agreement or that the any such matter is material to for 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 purposes of this Agreement. The subsections and subheadings used in any section of the Seller Disclosure Schedule with respect to are for reference purposes only and shall not in 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 manner limit the construction of the Closing DateSeller Disclosure Schedule, and any disclosure made in any subsection or subheading shall be deemed made for all provisions of the corresponding section of this Agreement. Any information provided in the Seller Disclosure Schedule is solely for information purposes, and the inclusion of such supplemental or amended disclosure information shall not be deemed to have cured enlarge or enhance in any breach way any of any representation the covenants, agreements, representations or warranty made in warranties under this Agreement for purposes of determining whether or not otherwise alter in any way 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 terms of this Agreement for purposes of Article XII. (c) The disclosure of Agreement. References to any liability or obligation document contained in the Seller Disclosure Schedule do not purport to be complete and are qualified in their entirety by the document itself and include all amendments, supplements or modifications thereto whether referenced or not in such disclosure. No reference in the Seller Disclosure Schedule to any Contract shall not create be construed as an Assumed Liability except admission that such Contract is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract. No disclosure in the Seller Disclosure Schedule relating to any possible breach or violation of any Contract, law or regulation shall be construed as an admission that any such breach or violation exists or has already occurred. All references in the Seller Disclosure Schedule to the extent that enforceability of agreements with third parties, the disclosure 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 among the parties to the Agreement and are not intended to be admissions against interests, give rise to any such liability inference or obligation has been expressly assumed proof of accuracy, be admissible against any party to the Agreement by Buyer as an Assumed Liability as provided on Annex A any Person who is not a party to this the Agreement, or give rise to any claim or benefit to any Person who is not a party to the Agreement.