Sellers Disclosure Schedule Clause Samples

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. 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 Seller's Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of Vitro or Seller except as and to the extent provided in this Agreement. Inclusion of information therein shall not be construed as an admission that such information is material to the operations or financial condition of Vitro, Seller, or the Company. Matters reflected in the Seller's Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Seller's Disclosure Schedule. Such additional matters are set forth for information purposes and do not necessarily include other matters of a similar nature. Nothing in such Seller's Disclosure Schedule will be adequate to disclose an exception to any representation or warranty made in Article 3 or Article 4 unless the applicable Seller's Disclosure Schedule --------- --------- identifies the exception with reasonable particularity. Without limiting the generality of the foregoing, the listing or inclusion of a copy of a document or other item will not be adequate to disclose an exception to any representation or warranty made in this Agreement unless the representation or warranty relates to the existence of the document or item itself. In the event of any inconsistency between the statements in the body of this Agreement and those in such Seller's Disclosure Schedule (other than an exception expressly set forth as such in a Seller's Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

Sellers Disclosure Schedule. (a) The disclosures in the Sellers' Disclosure Schedule, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement, unless it is obvious, from the disclosure, in light of the circumstances under which such disclosure is made, that other representations and warranties are affected thereby. (b) In the event of any inconsistency between the statements in the body of this Agreement and those in the Sellers' Disclosure Schedule (other than an exception expressly set forth as such in the Company Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

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. Section Description

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. The information in Seller’s Disclosure Schedule constitute (a) exceptions to particular representations and warranties of Seller in this Agreement, or (b) descriptions or lists of Equity Securities, assets, Liabilities, and other items referred to in particular representations and warranties of Seller in this Agreement. The statements in Seller’s Disclosure Schedule relate to the specific sections of this Agreement to which they refer and shall be deemed disclosed in all other sections of the Agreement to which such fact or item may reasonably apply so long as such disclosure is in sufficient detail to enable a reasonable person to identify the other Section of this Agreement to which such information is responsive.

Sellers Disclosure Schedule. As soon as practicable, but in no event later than twenty (20) days after the date of this Agreement, Seller will deliver to Purchaser the Seller's Disclosure Schedule containing all information required in this Article 5 of this Agreement. Each such Section of the Seller's Disclosure Schedule will have been executed by or on behalf of the Seller and will be accompanied by a copy of each document referred to in the Seller's Disclosure Schedule. All schedules will be updated through the Closing Date; however, the updating of the schedules will not relieve Seller of its responsibility to indemnify Purchaser, as provided in Article 11, with respect to an y information not disclosed in the original schedules. Each matter disclosed in a schedule will be taken as relating only to that specific schedule.