Common use of SELLER’S DISCLOSURES Clause in Contracts

SELLER’S DISCLOSURES. 9.2.1 The Seller’s Warranties are subject to the following matters: (i) any matter which is Fairly Disclosed in the Wider Transaction Documents, in the Disclosure Letter or in the documents provided in the Data Room; and (ii) any matter which is Fairly Disclosed in: (a) the separation due diligence report dated 19 February 2020 prepared by Eversheds Xxxxxxxxxx LLP; (b) volume 1 of the financial vendor due diligence report dated 19 June 2019 prepared by KPMG LLP; (c) volume 2a of the financial vendor due diligence report dated 16 July 2019 prepared by KPMG LLP; (d) the tax vendor due diligence report dated 18 July 2019 prepared by KPMG LLP; (e) the legal steps plan prepared by the Seller’s Group dated 21 February 2020 as provided by the Seller’s Lawyers to the Purchaser’s Lawyers by email at 18:10 (London time) on 21 February 2020; and (f) the EY Structure Paper. 9.2.2 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule 9 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties as a whole.

SELLER’S DISCLOSURES. 9.2.1 7.2.1 The Seller’s Warranties are subject to the following matters: (i) any matter which is Fairly Disclosed in the Wider Transaction Documents, in the Disclosure Letter or in the documents provided in the Data Room; and (ii) any matter which is Fairly Disclosed in: (a) the separation due diligence report dated 19 February 2020 prepared by Eversheds Xxxxxxxxxx LLP; (b) volume 1 of the financial vendor due diligence report dated 19 June 2019 prepared by KPMG LLP; (c) volume 2a of the financial vendor due diligence report dated 16 July 2019 prepared by KPMG LLP; (d) the tax vendor due diligence report dated 18 July 2019 prepared by KPMG LLP; (e) the legal steps plan prepared by the Seller’s Group dated 21 February 2020 as provided by the Seller’s Lawyers to the Purchaser’s Lawyers by email at 18:10 (London time) on 21 February 2020; and (f) the EY Structure Paper. 9.2.2 7.2.2 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule 9 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties as a whole.