Common use of Seller Disclosure Schedules Clause in Contracts

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 used therein shall have the meanings assigned to them in this Agreement. Any reference to a section or subsection Matters reflected in the Seller Disclosure Schedules refers are not necessarily limited 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 matters required by this Agreement shall also to be deemed to qualify such other section or subsection of this Agreementdisclosed. The information set forth No disclosure made in the Seller Disclosure Schedules specifically refers 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, and no Person shall use the section fact of the setting of a threshold or subsection 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 qualify any representation, warranty, covenant or agreement in this Agreement to which the extent that the relevance or applicability of the information disclosed to any such representation, warranty, covenant or agreement is reasonably apparent on its face, notwithstanding the absence of a reference or cross-reference to such representation, warranty, covenant or agreement on any such Seller Disclosure Schedule and information is responsive and each or the absence of a reference or cross-reference to such Seller Disclosure Schedule and information shall be deemed to have been disclosed with respect to the applicable section in such representation, warranty, covenant or subsection of this Agreement and any other sections or subsections of this Agreement for which the same is fairly disclosedagreement. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any agreement, law agreement or regulation Law 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 used therein shall have the meanings assigned to them in this Agreement. Any reference to a section or subsection Matters reflected in the Seller Disclosure Schedules refers are not necessarily limited 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 matters required by this Agreement shall also to be deemed to qualify such other section or subsection of this Agreementdisclosed. The information set forth No disclosure made in the Seller Disclosure Schedules specifically refers 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 section fact of the setting of a threshold or subsection 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 to which such Agreement. Information disclosed in any Seller Disclosure Schedule will be deemed to be disclosed and information is responsive and each such incorporated into any other Seller Disclosure Schedule and to the extent that the information shall be deemed to have been is disclosed with respect such specificity that its applicability to such other Seller Disclosure Schedule is reasonably apparent on the applicable section or subsection face of this Agreement and the disclosure without review of any other sections or subsections of this Agreement for which the same is fairly disclosedadditional materials. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any agreement, law LEGAL_US_E # 161486834.17 agreement or regulation Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Summaries or descriptions of Contracts or other documents contained in the Seller Disclosure Schedules attached hereto are incorporated herein qualified in their entirety by referencesuch Contracts or other documents themselves. The matters reflected in the Seller Disclosure Schedules hereto are solely intended to qualify the representations and warranties contained in this Agreement and nothing contained in the Seller Disclosure Schedules shall not vary, change, alter or in any event expand the scope of the literal meaning of the representations and warranties of the Seller any representation or warranty, contained in this Agreement, other than creating exceptions that are responsive Agreement or constitute or be deemed 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 constitute 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 apparentwarranty.

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 Sellers 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 The Seller Disclosure Schedules attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any capitalized terms used in the Seller Disclosure Schedules but not otherwise provided defined therein shall be defined as set forth in this Agreement. Where only brief particulars of a matter are set out or referred to in the Seller Disclosure Schedules, all capitalized terms therein shall have the meanings assigned to them in this Agreement. Any or a reference is made only to a section particular disclosed document or subsection in the Seller Disclosure Schedules refers to that section or subsection part of this Agreementa disclosed document, unless the context requires otherwise; provided, however, a particular matter disclosed in any section or subsection full particulars of the Seller Disclosure Schedules that a reasonable buyer would infer, based on matter and the location and express content full contents of such disclosure, qualifies another section or subsection of this Agreement shall also be the document are deemed to qualify be disclosed so long as such other section or subsection of this Agreementdocuments were made available to the Buyer at least three (3) Business Days prior to the Agreement Date. The Certain information set forth in the Seller Disclosure Schedules specifically refers has been included and disclosed solely for informational purposes and may not be required to be disclosed pursuant to the section or subsection terms and conditions of this Agreement to which such Seller Disclosure Schedule and Agreement. The disclosure of any 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 on the Seller Disclosure Schedules relating shall not be deemed to constitute an acknowledgement or agreement that the information is required to be disclosed in connection with the representations and warranties made in this Agreement or that the information is material, nor shall any possible breach information so included and disclosed be deemed to establish a standard of materiality or violation of otherwise be used to determine whether any agreement, law other information is material or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurredother disclosure is required. The Seller Disclosure Schedules attached hereto are incorporated herein by reference. The have been arranged for purposes of convenience in separately titled Schedules corresponding to the Sections of this Agreement; however, each Schedule of the Seller Disclosure Schedules hereto shall not vary, change, alter or expand the scope of the literal meaning of the representations and warranties be deemed to incorporate by reference all information disclosed in any other Schedule of the Seller contained in this Agreement, other than creating exceptions that are responsive Disclosure Schedules to the language of extent that it is reasonably apparent on 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 face of such listing disclosure that it also qualifies or copy applies to the representation or warranty is reasonably apparentSections corresponding to such other Schedules.

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 The section or and subsection references in the Seller Disclosure Schedules refers to that section or subsection of this Agreementshall update, unless modify, amend and supplement 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 corresponding section or subsection of this Agreement to which such Seller Disclosure Schedule the disclosure relates and information is responsive and each such Seller Disclosure Schedule and information shall be deemed to have been disclosed with respect to the applicable any other section or subsection of this Agreement (other than Section 1 hereof) to which it is reasonably apparent that such disclosure relates. At any time prior to the Closing, the Seller may update, modify, amend and supplement the Seller Disclosure Schedules subject to the prior written consent (not to be unreasonably withheld) of the Purchaser with any additional information necessary to make such disclosures accurate and complete in all material respects; provided that such updated disclosures shall be deemed to update, modify, amend and supplement all representations, warranties, covenants and other sections or subsections provisions to which such disclosures relate for all purposes hereunder, including for purposes of Section 9.1 of this Agreement. At any time within fourteen (14) days after the Agreement for Date, the Purchaser may request specific changes to or modifications of the Seller Disclosure Schedules by giving a written request to the Seller, in which case the same is fairly disclosedSeller shall have a right to consent in writing to such changes or modification which consent shall not be unreasonably withheld. No disclosure If the Seller so consents, it shall update and modify the Seller Disclosure Schedules as necessary. The inclusion of any information in the Seller Disclosure Schedules relating or other documents made available or delivered by the Seller pursuant to any possible breach or violation of any agreement, law or regulation this Agreement shall be construed as not be deemed to be 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 evidence 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 materiality of such listing or copy to the representation or warranty is reasonably apparentitem, nor shall it establish a standard of materiality for any purpose whatsoever.

Seller Disclosure Schedules. Except as otherwise provided in These disclosure schedules are delivered to you pursuant to the Membership Interest and Stock Purchase Agreement, dated March 31, 2008 (the "Agreement"), by and among KeySpan Corporation, a New York corporation (the "Seller"), KeySpan Energy Corporation (solely for purposes of Sections 2.1, 4.5, 5.1, 5.2, 5.3, 5.6, 7.1, 7.8, 7.13, 7.17 and Article XI thereof), a New York corporation, and TransCanada Facility USA, Inc., a Delaware corporation (the "Buyer"), and constitutes the "Seller Disclosure Schedules, all capitalized terms therein shall have " as defined in the meanings assigned to them in this Agreement. Any reference to a section or subsection Nothing in the these Seller Disclosure Schedules refers is intended to that section broaden the scope of any representation or subsection of this warranty contained in the Agreement or to independently constitute any representation, warranty or covenant. In particular, although these Seller Disclosure Schedules may contain supplementary information not specifically required under the Agreement, unless such supplementary information (i) is provided for general information purposes for the context requires otherwise; providedparties to the Agreement, however(ii) is not separately represented or warranted herein or in the Agreement and (iii) does not necessarily include other matters of a similar informational nature. Inclusion of any item in these Seller Disclosure Schedules (i) does not represent a determination that such item is material (or constitutes a "Material Adverse Effect") or establish a standard of materiality, (ii) does not represent a particular matter determination that such item is required to be disclosed pursuant to the Agreement, (iii) does not represent a determination that such item did not arise in the ordinary course of business, and (iv) shall not constitute, or be deemed to be, an admission to any section third party concerning such item or subsection an admission of default or breach under any agreement or document. Disclosures included herein shall be considered to be made for purposes of other sections of these Seller Disclosure Schedules to the extent that the relevance of any such disclosure to any other sections of the Seller Disclosure Schedules that a reasonable buyer would infer, based on is reasonably apparent from the location and express content text of such disclosure. The inclusion of any cross-references to any section of these Seller Disclosure Schedules, qualifies another section or subsection of this Agreement the failure to include such cross-references, shall also not be deemed to qualify such other section or subsection mean that the relevance of this Agreementany disclosure is not reasonably apparent for the purposes of the immediately preceding sentence. The information contained herein is provided solely for purposes of making disclosures to the Buyer under the Agreement. In disclosing this information, the disclosing party 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 herein. Any information contained herein shall be subject to the terms of the Confidentiality Agreement until the Closing. Appendices and exhibits attached hereto and referenced herein form an integral part of the sections of these Seller Disclosure Schedules into which they are incorporated by reference or attached for all purposes as if fully set forth in the such section. Unless otherwise noted herein, any capitalized term used in these 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 meaning assigned to such term in the Agreement. Any introductory language or headings contained in these Seller Disclosure Schedules relating to any possible breach or violation are for convenience of any agreement, law or regulation reference only and shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The not affect the interpretation of these 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.