Sellers Disclosure Schedule. From time to time after the date hereof and not later than three Business Days (other than in a case in which an event occurs within such three Business Day period which could not have been anticipated, in which case written notice of such event must be provided to the Purchaser promptly after the Seller becomes aware of it) prior to the Closing Date, the Seller may amend or supplement the Seller's Disclosure Schedule in writing in accordance with Section 10.02 with respect to any matter coming to its attention or arising which, if known by it or existing prior to the date of this Agreement would have been required to be set forth or described in the Seller's Disclosure Schedule or which is necessary or desirable to complete or correct any information in the Seller's Disclosure Schedule or in any representation or warranty of the Seller which has been rendered inaccurate thereby. For purposes of determining the satisfaction of the Purchaser's condition to close as set forth in Section 7.02(a), the Seller's Disclosure Schedule shall be deemed not to have been amended or supplemented from that attached hereto on the date hereof.
Sellers Disclosure Schedule. Section Description
Sellers Disclosure Schedule. To Buyer's knowledge, the information provided by Buyer to be included in Sellers Disclosure Schedule is true, correct, accurate and complete in all material respects. To Buyer's knowledge, all documents, instruments and agreements referenced in the information provided by Buyer to be included in Sellers Disclosure Schedule are true, correct, accurate and complete in all material respects and have not been amended, modified, altered or changed except as set forth in Sellers Disclosure Schedule. Buyer, immediately upon obtaining knowledge that any of the representations and warranties set forth in Article IV shall be false, untrue or inaccurate, shall provide written notice to Sellers of the facts or circumstances resulting in the representation or warranty being false, untrue or inaccurate.
Sellers Disclosure Schedule. The representations and warranties of Sellers set forth in this Agreement are made and given subject to the disclosures contained in the Sellers’ Disclosure Schedule. Inclusion of information in the Sellers’ Disclosure Schedule shall not be construed as an admission that such information is material to the business, operations or condition of the business of Sellers, the Purchased Assets or the Assumed Liabilities, taken in part or as a whole, or as an admission of Liability of any Seller to any third party. The specific disclosures set forth in the Sellers’ Disclosure Schedule have been organized to correspond to Section references in this Agreement to which the disclosure may be most likely to relate; provided, however, that any disclosure in the Sellers’ Disclosure Schedule shall apply to, and shall be deemed to be disclosed for, any other Section of this Agreement to the extent the relevance of such disclosure to such other Section is reasonably apparent on its face.
Sellers Disclosure Schedule. The Sellers Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement and is not intended to constitute, and shall not be construed as constituting, representations, warranties and covenants of Sellers, except as and to the extent expressly provided in this Agreement. Each section or subsection referenced in the Sellers Disclosure Schedule corresponds to the section or subsection set forth in this Agreement; provided, however, that any matter set forth in any section or subsection of the Sellers Disclosure Schedule shall be deemed to be referred to and incorporated in all other sections or subsections of the Sellers Disclosure Schedule to which the relevance of such matter is reasonably apparent on its face to inform Buyer that such information is relevant to such other section or subsection. The inclusion of any information or reference in the Sellers Disclosure Schedule shall not be deemed to be an admission, acknowledgment or representation, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in a Material Adverse Effect, is outside the Ordinary Course of Business or defines further the meaning of such terms for purposes of this Agreement. Nothing in this Agreement or in the Sellers Disclosure Schedule constitutes an admission (i) to any third party of any liability or obligation of Sellers to any third-party or
Sellers Disclosure Schedule. The Sellers’ Disclosure Schedule has been arranged, for purposes of convenience only, as separate Parts corresponding to the subsections of Article 3 of this Agreement. The representations and warranties contained in Article 3 of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Sellers’ Disclosure Schedule corresponding to the particular subsection of Article 3 in which such representation and warranty appears and Parts of the Sellers’ Disclosure Schedule referenced herein are a part of this Agreement as if fully set forth herein; (b) any exceptions or disclosures explicitly cross-referenced in such part of the Sellers’ Disclosure Schedule by reference to another part of the Sellers’ Disclosure Schedule; and (c) any exception or disclosure set forth in any other part of the Sellers’ Disclosure Schedule to the extent it is reasonably apparent on the face of such disclosure that such exception or disclosure is intended to qualify another part of the Sellers’ Disclosure Schedule. No reference to or disclosure of any item or other matter in the Sellers’ 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 the Sellers’ Disclosure Schedule. The information set forth in the Sellers’ 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 to any third party of any matter whatsoever, including of any violation of Legal Requirement or breach of any agreement. The Sellers’ Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of Sellers contained in this Agreement.
Sellers Disclosure Schedule. Every matter, document or item referred to, set forth or described in one section of the Sellers Disclosure Schedule shall be deemed to be disclosed under each and every part, category or heading of the Sellers Disclosure Schedule and all other schedules contained therein, and shall be deemed to qualify the representations and warranties in this Agreement, to the extent that the applicability of such matter, document or item is readily apparent on its face. The inclusion of information in the Sellers Disclosure Schedule shall not be construed as or 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 the Sellers or the Business. In addition, matters reflected in the Sellers Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Sellers Disclosure Schedule. Any such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Sellers Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Sellers Disclosure Schedule is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Sellers Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Person shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Sellers Disclosure Schedule is or is not in the Ordinary Course of Business for purposes of this Agreement.
Sellers Disclosure Schedule. The representations and warranties of Sellers set forth in this Agreement are made and given subject to the disclosures contained in the Sellers’ Disclosure Schedule. Inclusion of information in the Sellers’ Disclosure Schedule shall not be construed as an admission that such information is material to the business, operations or condition of the business of Sellers, the Purchased Assets or the Assumed Liabilities, taken in part or as a whole, or as an admission of Liability of any Seller to any third party. The specific disclosures set forth in the Sellers’ Disclosure Schedule have been organized to correspond to Section references in this Agreement to which the disclosure may be most likely to relate; provided, however, that any disclosure in the Sellers’ Disclosure Schedule shall apply
Sellers Disclosure Schedule. The parties agree that the Closing --------------------------- Schedules are attached to this Amendment as Exhibit A.
Sellers Disclosure Schedule. Section 1.1(a) Permitted Encumbrances Section 2.1 Purchased Assets Section 2.2(j) Additional Excluded Assets
