Seller Disclosure Schedules Sample Clauses

Seller Disclosure Schedules. (a) The Seller shall deliver the fully completed Seller Disclosure Schedules (together, the “Seller Disclosure Schedules”) to Purchaser as soon as reasonably practicable after the date hereof, but in no event later than February 29, 2024 (or such later date prior to the Closing as mutually agreed by Purchaser and the Seller). Purchaser shall have fifteen (15) Business Days to review the Seller Disclosure Schedules after its receipt thereof and receipt of all documents, agreements and information specified therein or requested by the Purchaser relating to the matters specified therein (the “Seller Schedule Review Period”), and the Seller shall, and shall cause its Representatives to, reasonably cooperate with Purchaser and its Representatives in their review of the Seller Disclosure Schedules, including providing any access and information as required by Section 5.1(a). (b) The Seller may, prior to the Closing Date deliver to the Purchaser, modifications, changes or updates to the Seller Disclosure Schedules in order to disclose or take into account facts, matters, or circumstances which arise or occur between the end of the Seller Schedule Review Period and the Closing Date and which, if existing or occurring as of the date hereof, would have been required to be set forth or described in such Seller Disclosure Schedules. No updated information provided to the Purchaser in accordance with this Section 5.21(b) shall be deemed to cure any breach of representation, warranty or covenant made in this Agreement, subject to except for breaches resulting from or arising out of ordinary course of business consistent with past practice, or the actions taken by the Seller, Seller Merger Sub, Topcos or any of the Target Affiliates that are expressly required or expressly permitted by this Agreement, which in each case such breach will be deemed to be cured.

Seller Disclosure Schedules. Except as otherwise provided in the Seller Disclosure Schedules, all capitalized terms therein shall have the meanings assigned to them in this Agreement. Any reference to a section or subsection in the Seller Disclosure Schedules refers to that section or subsection of this Agreement, unless the context requires otherwise; provided, however, a particular matter disclosed in any section or subsection of the Seller Disclosure Schedules that a reasonable buyer would infer, based on the location and express content of such disclosure, qualifies another section or subsection of this Agreement shall also be deemed to qualify such other section or subsection of this Agreement. The information set forth in the Seller Disclosure Schedules specifically refers to the section or subsection of this Agreement to which such Seller Disclosure Schedule and information is responsive and each such Seller Disclosure Schedule and information shall be deemed to have been disclosed with respect to the applicable section or subsection of this Agreement and any other sections or subsections of this Agreement for which the same is fairly disclosed. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Seller Disclosure Schedules attached hereto are incorporated herein by reference. The Seller Disclosure Schedules hereto shall not vary, change, alter or expand the scope of the literal meaning of the representations and warranties of the Seller contained in this Agreement, other than creating exceptions that are responsive to the language of the warranties and representations contained in the Section to which each Seller Disclosure Schedule or exception specifically refers. The parties acknowledge and agree that the mere listing (or inclusion of a copy) of a document or other item shall not be adequate to disclose an exception to a representation or warranty made in this Agreement, unless the representation or warranty has to do with the existence of the document or other item itself, or if the relevance of such listing or copy to the representation or warranty is reasonably apparent.

Seller Disclosure Schedules. Except as otherwise provided in the Seller Disclosure Schedules, all capitalized terms therein shall have the meanings assigned to them in this Agreement. Matters reflected in the Seller Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. No disclosure made in the Seller Disclosure Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, has had or could reasonably be expected to have a Material Adverse Effect, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed. Information disclosed in any Section of the Seller Disclosure Schedule will qualify any representation or warranty in this Agreement to the extent that the relevance or applicability of the information disclosed with respect to any such representation or warranty, notwithstanding the absence of a reference or cross-reference to such other representation or warranty on any such Seller Disclosure Schedule or the absence of a reference or cross-reference to such Seller Disclosure Schedule in such representation or warranty, to other Section(s) is reasonably apparent on the face of such disclosure. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Seller Disclosure Schedules. Except as otherwise provided in the Seller Disclosure Schedules, all capitalized terms used therein shall have the meanings assigned to them in this Agreement. Matters reflected in the Seller Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. No disclosure made in the Seller Disclosure Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed, and no Person shall use the fact of the setting of a threshold or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material, is or is not in excess of a dollar or other threshold or would otherwise be required to be disclosed, for purposes of this Agreement. Information disclosed in any Seller Disclosure Schedule will be deemed to be disclosed and incorporated into any other Seller Disclosure Schedule to the extent that the information is disclosed with such specificity that its applicability to such other Seller Disclosure Schedule is reasonably apparent on the face of the disclosure without review of any additional materials. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any LEGAL_US_E # 161486834.17 agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Summaries or descriptions of Contracts or other documents contained in the Seller Disclosure Schedules are qualified in their entirety by such Contracts or other documents themselves. The matters reflected in the Seller Disclosure Schedules are solely intended to qualify the representations and warranties contained in this Agreement and nothing contained in the Seller Disclosure Schedules shall in any event expand the scope of any representation or warranty, contained in this Agreement or constitute or be deemed to constitute a representation or warranty.

Seller Disclosure Schedules. Section A(1) – Assumed Liabilities Section A(2) – Excluded Assets Section A(3) – Key Customers Section A(4) – Key Suppliers Section A(5)(xii) – Retained Liabilities Section A(6)(v) –Patents Section A(7)(v) – Marks Section A(8)(v) – Know How Section A(9)(xiv) – IT Assets Section A(10)(ii)(xi) – Rolling Mill Assets Section A(11) – Settling Pond Section A(12) – Chrome Sludge Landfill Section A(13) – Retained SWMU Liabilities Section A(14) – Draft NPDES Agreed Order Section A(15) – Assumed SWMU Liabilities Section 3.3 – Capitalization Section 3.4 – Governmental Filings Section 3.5 – No Conflict or Violation Section 3.6 – Financial Statements Section 3.7 – Undisclosed Liabilities Section 3.8 – Absence of Certain Changes Section 3.9 – Legal Proceedings Section 3.10(a) – Real Property Section 3.11 – Taxes Section 3.12(a) – Material Contracts Section 3.12(b) – Enforceability of Material Contracts Section 3.13(a) – Compliance With Laws Section 3.13(b) – Permits Section 3.14(a) – Unions Section 3.14(b) – Business Employees Section 3.14(d) – Immigration Status of Business Employees Section 3.14(e) – Compliance With WARN Act Section 3.15(a) – Employee Benefit Plans Section 3.15(c) – Payments under the Company Plan Section 3.15 – Deferred Benefits Section 3.16 –Intellectual Property Section 3.17 – Environmental Matters Section 3.18(c) – Title; Assets

Seller Disclosure Schedules. The disclosure schedule attached hereto shall be the Seller Disclosure Schedule, and shall supersede all previous versions of the Seller Disclosure Schedule.

Seller Disclosure Schedules. Seller has set forth information on the Seller Disclosure Schedules in Schedules thereof that correspond to the Sections of this Agreement to which they relate. A matter set forth in one Section of the Seller Disclosure Schedules need not be set forth in any other Section so long as its relevance to such other Section of the Seller Disclosure Schedules or to another section of this Agreement is reasonably apparent on the face of the information disclosed therein. The parties acknowledge and agree that the Seller Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of Buyer and the disclosure by Seller of any matter in the Seller Disclosure Schedules 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.

Seller Disclosure Schedules. The Seller Disclosure Schedules shall be arranged in separate parts corresponding to the numbered and lettered sections in Article IV hereof. The information disclosed in any schedule of the Seller Disclosure Schedules shall be deemed to be a representation of Seller as if set forth in Article IV hereof. Disclosure of any matter in the Seller Disclosure Schedule shall not constitute an admission or raise any inference that such matter constitutes a violation of Law or an admission of liability or facts supporting liability.

Seller Disclosure Schedules. 2 10.11 Captions...................................................................................................................................... 2 10.12 Remedies.................................................................................................................................. 2 10.13 Severability................................................................................................................................ 2 10.14 Interpretation.............................................................................................................................. 2

Seller Disclosure Schedules. On or prior to the Closing Date, the Seller shall have delivered to the Purchaser the Seller Disclosure Schedules in final form, which schedules shall be in form and substance satisfactory to the Purchaser.