Common use of Company Disclosure Letter Clause in Contracts

Company Disclosure Letter. The representations and warranties of the Company set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *

Company Disclosure Letter. The representations and warranties Company Disclosure Letter (including any section thereof) referenced herein are a part of the Company this Agreement as if fully set forth in this Agreement are made and given subject herein. All references herein to the disclosures contained in the Company Disclosure Letter. The Company will not be or Letter (including any section thereof) shall be deemed references to be in breach such parts of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in this Agreement, unless the context shall otherwise require. Any disclosure made by the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a any section thereof, with reference is made only to a particular part any section of a disclosed document, full particulars this Agreement or section of the matter and the full contents of the document are Company Disclosure Letter shall be deemed to be discloseda disclosure with respect to such other applicable sections of this Agreement or sections of the Company Disclosure Letter if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the Company Disclosure Letter. The specific disclosures Certain information set forth in the Company Disclosure Letter have been organized is included solely for informational purposes and may not be required to correspond be disclosed pursuant to section references in this Agreement to which the Agreement. The disclosure may be most likely to relate, but such disclosure will apply to and will of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of in connection with the representations and warranties contained herein to the extent applicable. The Parent will made in this Agreement, nor shall such information be deemed to establish a standard of materiality (and the actual standard of materiality may be aware of and there are deemed to have been higher or lower than the matters disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred by such information), or, unless specifically provided by this Agreement, that such information is otherwise material to or contained in this Agreement and in all documents specifically referred to therein, and (b) outside the contents ordinary course of and all matters referred to in the documents specifically listed in business of the Company Disclosure LetterCompany. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, The information contained in the Company Disclosure Letter will prevail is disclosed solely for purposes of this Agreement, and will no information contained herein or therein shall be deemed in and of itself to be the relevant disclosure. * * * * *an admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of applicable law or breach of contract).

Company Disclosure Letter. The disclosures in the Company Disclosure Letter shall qualify the representations and warranties set forth in the corresponding section or subsections of Article 4 and Article 5 and any other representations and warranties set forth in Article 4 and Article 5 if, and to the extent that, an appropriate cross reference is contained in such section or subsection or it is readily apparent on the face of such disclosure that it applies to such other section or subsection. Certain sections of the Company set forth in Disclosure Letter contain disclosures which include more information than is required by the applicable sections or subsections of this Agreement are made to which such sections or subsections relate and given subject such additional disclosure shall not be deemed to mean that such information is required by such sections or subsections of this Agreement (by way of example, the fact that a section or subsection of this Agreement calls for a listing of material agreements does not necessarily mean that such agreement listed on the related section or subsection of the Company Disclosure Letter is material). The inclusion of information in the Company Disclosure Letter 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 disclosures contained any of the Sellers. In addition, matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter. The Company will Such additional matters are set forth for informational purposes only and do not be or be deemed to be in breach necessarily include other matters of a similar nature. Neither the specifications of any such representations and warranties (and no claim will lie dollar amount in respect thereof) any representation, warranty or covenant contained in respect this Agreement nor the inclusion of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth item in the Company Disclosure Letter have been organized is intended to correspond to section references in this Agreement to which imply that such amount, or higher or lower amounts, or the disclosure may be most likely to relateitem so included or other items, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generallyare or are not material, and will be deemed to be exceptions to or modifications or qualifications of all no Person shall use the fact of the representations and warranties contained 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 to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained included in the Company Disclosure Letter will prevail 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 Company Disclosure Letter 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 will be deemed 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 be whether any obligation, item or matter not described herein or included in the relevant disclosure. * * * * *Company Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Company Disclosure Letter. The representations parties acknowledge and warranties of agree that (a) matters reflected on the Company set forth in Disclosure Letter are not necessarily limited to matters required to be reflected therein, and the Company Disclosure Letter may contain information that is not specifically required by this Agreement are made Agreement, which information is provided solely for Buyer’s general information and given subject to is not separately represented or warranted, (b) the disclosures contained disclosure or inclusion by the Company of any matter in the Company Disclosure Letter. The Company will Letter shall not be or be deemed to constitute an acknowledgement or admission by the Company that the matter is required to be in breach disclosed by the terms of this Agreement or that the matter is material, (c) if any such representations and warranties (and no claim will lie in respect thereof) in respect section of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars Letter lists an item or information in response to a representation and warranty in such a way as to make its relevance to the disclosure required by or provided in another section of the Company Disclosure Letter with respect to a different representation and warranty reasonably apparent on its face, the matter shall be deemed to have been disclosed in or with respect to such other section, (d) the Company Disclosure Letter is qualified in its entirety by reference to specific provisions of this Agreement, and where the terms of a matter are set out Contract or referred to other disclosure item have been summarized or described in the Company Disclosure Letter, such summary or description does not purport to be a reference is made only to a particular part of a disclosed document, full particulars complete statement of the matter material terms of such Contract or other item, (e) the Company Disclosure Letter and the full contents information and statements contained therein are not intended to constitute, and shall not be construed as constituting representations or warranties of the Company except as and to the extent provided in this Agreement, and (f) any item of information, matter, or document are disclosed or referenced in, or attached to, the Company Disclosure Letter shall not (i) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or to establish a standard of materiality, (ii) be deemed or interpreted to expand the scope of any representation or warranty, obligation, covenant, condition or agreement contained in this Agreement, (iii) constitute, or be deemed to constitute, an admission of liability or obligation to any third party regarding such matter, (iv) represent an admission to any third party that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, or (v) otherwise constitute, or be discloseddeemed to otherwise constitute, an admission to any third party concerning such item or matter. The specific disclosures set forth Without limiting the generality of the foregoing, all references in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relateenforceability of agreements with third parties, but such disclosure will apply to and will be deemed the existence or non-existence of third-party rights, the absence or existence of breaches or defaults by the Company, any of its Affiliates or third parties, or similar matters or statements, are not intended to be disclosed for the purposes admissions against interests, give rise to any inference or proof of accuracy or be admissible against any party by or in favor of any Person who is not a party to this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicableAgreement. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (aSignature Page Follows) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *

Company Disclosure Letter. Notwithstanding (i) the fact that the Company Disclosure Letter is arranged by sections corresponding to the sections in this Agreement, (ii) that a particular section of this Agreement makes reference to a specific section of the Company Disclosure Letter, (iii) that a particular representation and warranty may not make a reference to the Company Disclosure Letter and (iv) anything else to the contrary set forth in this Agreement, the disclosures in each section of the Company Disclosure Letter are exceptions and qualifications to the representations and warranties set forth in the corresponding section of this Agreement and, to the extent that such disclosure is reasonably apparent as being an exception and qualification to any representation and warranty in another section of this Agreement, in each other section of this Agreement to which the relevance of such disclosure is reasonably apparent. The inclusion of information in the Company Disclosure Letter 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 by any Person that such information is material to any Person. In addition, matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter. Such additional matters, if any, 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 Company Disclosure Letter 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 Company Disclosure Letter 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 Company Disclosure Letter 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 Company Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement. Prior to the Closing, the Company shall have the right from time to time to supplement, modify or update the disclosures in the Company Disclosure Letter with respect to the representations and warranties of the Company made in this Agreement or to otherwise provide notice to the Buyer with respect to events, circumstances, or matters first arising after the date of this Agreement; provided that any such supplements, modifications, updates and notices shall not be taken into account in determining whether the condition set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be Section 2B(i) is satisfied or be deemed to be in breach amend the definition of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the "Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate" herein, but such disclosure will apply to and will shall be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly Buyer from and after the date disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents for purposes of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *Section 9A(vi).

Company Disclosure Letter. The Company Disclosure Letter has been arranged, for purposes of convenience only, as separate parts corresponding to the subsections of Article II of this Agreement. The representations and warranties contained in Article II of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Company Disclosure Letter corresponding to the particular subsection of Article II in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part of the Company Disclosure Letter by reference to another part of the Company Disclosure Letter; and (c) any exception or disclosure set forth in this Agreement are made and given subject any other part of the Company Disclosure Letter to the disclosures contained extent it is reasonably apparent that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Company Disclosure Letter 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 Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures information set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will be deemed to be is disclosed solely for the purposes of this Agreement generallyAgreement, and will no information set forth therein shall be deemed to be exceptions an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or modifications or qualifications breach of all any agreement. The Company Disclosure Letter and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the representations and warranties Company contained herein in this Agreement. Nothing in the Company Disclosure Letter is intended to broaden the extent applicable. The Parent will be deemed to be aware scope of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed any representation or referred to or warranty contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to or create any covenant. Matters reflected in the documents specifically listed Company Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement Such additional matters are set forth for informational purposes and do not necessarily include other matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *of a similar nature.

Company Disclosure Letter. The representations and warranties Company Disclosure Letter referenced herein constitutes a part of this Agreement as if fully set forth herein. Any disclosure made by the Company in the Company Disclosure Letter referencing any Section of this Agreement, or Section of the Company set forth in Disclosure Letter, shall be deemed to be a disclosure with respect to such other applicable Sections of this Agreement, or Sections of the Company Disclosure Letter, if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other Section of this Agreement are made and given subject to the disclosures contained in or Section of the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures Certain information set forth in the Company Disclosure Letter have been organized is included solely for informational purposes and may not be required to correspond be disclosed pursuant to section references this Agreement. The disclosure of any information in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will Company Disclosure Letter shall not be deemed to constitute an acknowledgment that such information is required to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of in connection with the representations and warranties contained herein to the extent applicable. The Parent will made in this Agreement, nor shall such information be deemed to be aware establish a standard of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred materiality or, unless specifically provided by this Agreement, that such information is otherwise material to or contained in this Agreement and in all documents specifically referred to therein, and (b) outside the contents ordinary course of and all matters referred to in the documents specifically listed in business of the Company Disclosure LetterCompany. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, The information contained in the Company Disclosure Letter will prevail is disclosed solely for purposes of this Agreement, and will no information contained therein shall be deemed in and of itself to be an admission by any Party to any third party of any matter whatsoever, including any violation of law or breach of contract. The Company Disclosure Letter may expressly provide exceptions to a particular Section of ARTICLE IV, notwithstanding that the relevant disclosure. * * * * *Section does not state “except as set forth on Section ‘__’ of the Company Disclosure Letter” or words of similar effect.

Company Disclosure Letter. The representations and warranties (i) Disclosing a matter in any section of the Company Disclosure Letter shall be deemed to be a disclosure for purposes of other sections of the Company Disclosure Letter only if and to the extent that the relevance of such matter to such other section of the Company Disclosure Letter is reasonably apparent on the face of such disclosure; provided, however, that no such disclosure shall be deemed to qualify the last sentence of Section 4E unless expressly set forth in Section 4E of the Company Disclosure Letter. The inclusion of information in the Company Disclosure Letter shall not be construed as, and shall not 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 Seller or the Company. In addition, matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement are made and given subject to the disclosures contained be reflected in the Company Disclosure Letter. The Company will Such additional matters are set forth for informational purposes only and do not be or be deemed to be in breach necessarily include other matters of a similar nature. Neither the specifications of any such representations and warranties (and no claim will lie dollar amount in respect thereof) any representation, warranty or covenant contained in respect this Agreement nor the inclusion of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth item in the Company Disclosure Letter have been organized is intended to correspond to section references in this Agreement to which imply that such amount, or higher or lower amounts, or the disclosure may be most likely to relateitem so included or other items, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generallyare or are not material, and will be deemed to be exceptions to or modifications or qualifications of all no Person shall use the fact of the representations and warranties contained 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 to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained included in the Company Disclosure Letter will prevail 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 Company Disclosure Letter 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 will be deemed 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 be whether any obligation, item or matter not described herein or included in the relevant disclosure. * * * * *Company Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Company Disclosure Letter. The representations Parties acknowledge and warranties agree that (a) the inclusion of the Company set forth in this Agreement are made and given subject to the disclosures contained any items or information in the Company Disclosure Letter. The Company will Letter that are not be or be deemed required by this Agreement to be in breach so included is solely for the convenience of Buyer, (b) the disclosure by the Company of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars Letter shall not be deemed to constitute an indication, admission or acknowledgement by the Company that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) if any item or information set forth in one Section of the Company Disclosure Letter lists any item or information in such a way as to make its relevance to the disclosure required by or provided in another Section of the Company Disclosure Letter or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other Section or the omission of a matter are set out or referred reference in the particular representation and warranty to in such Section of the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth (d) headings have been inserted in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relatefor convenience of reference only, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (ae) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail is qualified in its entirety by reference to specific provisions of this Agreement, (f) the Company Disclosure Letter and will the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in Article III of this Agreement, and (g) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters. Neither the specification of any dollar amount in any representation or warranty nor the mere inclusion of any item in any Disclosure Letter as an exception to a representation or warranty shall be deemed an admission by a Party that such item represents an exception or material fact, event or circumstance, or that such item is reasonably likely to be the relevant disclosure. * * * * *result in a Material Adverse Effect.

Company Disclosure Letter. The representations and warranties of the Company set forth in this Agreement are made and given subject Notwithstanding anything to the disclosures contained in the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contrary contained in the Company Disclosure Letter will prevail or in this Agreement, the information and will disclosures contained in any Section of the Company Disclosure Letter shall be deemed to be disclosed and incorporated by reference in any other Section of the relevant disclosureCompany Disclosure Letter as though fully set forth in such Company Disclosure Letter for which applicability of such information and disclosure is reasonably apparent on its face. * * * * *The fact that any item of information is disclosed in any Section of the Company Disclosure Letter (a) shall not be construed to mean that such information is required to be disclosed by this Agreement, (b) shall not be construed as or constitute an admission, evidence or agreement that a violation, right of termination, default, non-compliance, liability or other obligation of any kind exists with respect to any item, (c) with respect to the enforceability of Contracts with third-parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third-parties, or similar matters or statements, is intended only to allocate rights and risks among the parties to this Agreement and is not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party by any Person who is not a party, or give rise to any claim or benefit to any entity or person who is not a party; (d) shall not be deemed or interpreted to broaden or to narrow the representations and warranties, obligations, covenants, conditions or agreements of the Company contained in this Agreement; and (e) does not waive any attorney-client privilege associated with such item or information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. Unless the context otherwise requires (for example, a Section of the Company Disclosure Letter corresponds to a representation and warranty that requires disclosure of information that is "material" or that would reasonably be expected to constitute a "Material Adverse Effect"), such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms "material" or "Material Adverse Effect" or other similar terms in this Agreement. 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 Company Disclosure Letter 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 hereto as to whether any obligation, item or matter not described herein or included in the Company Disclosure Letter is or is not material for purposes of this Agreement.

Company Disclosure Letter. The representations and warranties of the Company set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such Any matter so disclosed in the Company Disclosure Letter. Where only brief particulars any section of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized disclosure schedule shall, should it be apparent on its face that is it also applicable to correspond any other paragraph or section of the Agreement, be considered disclosed with respect to section references in this Agreement to which such other paragraph or Section of the Agreement. The provision of monetary or other quantitative thresholds for disclosure may be most likely to relate, but such disclosure will apply to does not and will shall not be deemed to be disclosed for create or imply a standard of materiality hereunder. If, subsequent to the purposes date of this Agreement generallyand prior to the Closing Date, and one or more events occur that render untrue any representation or warranty of the Company (each, a “Subsequent Event”), the Company shall deliver prior to Closing to Parent an amended or supplemental Schedule (the “Subsequent Disclosure Schedule”) which will be deemed to be exceptions to or modifications or qualifications contain a description of all such Subsequent Events. The existence of any Subsequent Event which is disclosed on the Subsequent Disclosure Schedule shall not constitute any breach by the Company of any representations or warranties hereunder or form a basis for any indemnification or other claim by the Parent hereunder, but shall be taken into account in determining whether conditions precedent have been satisfied; provided, however, that the immediately preceding language is not intended to permit the Company to alter or amend the representations and warranties contained as made herein to as of the extent applicable. The Parent will be deemed to be aware date of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) shall not cure the contents inaccuracy thereof as of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between date of this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *for any purpose under this Agreement.

Company Disclosure Letter. Notwithstanding (i) the fact that the Company Disclosure Letter is arranged by sections corresponding to the sections in this Agreement, (ii) that a particular section of this Agreement makes reference to a specific section of the Company Disclosure Letter, (iii) that a particular representation and warranty may not make a reference to the Company Disclosure Letter and (iv) anything else to the contrary set forth in this Agreement, the disclosures in each section of the Company Disclosure Letter are exceptions and qualifications to the representations and warranties set forth in the corresponding section of this Agreement and, to the extent that such disclosure is reasonably apparent as being an exception and qualification to any representation and warranty in another section of this Agreement, in each other section of this Agreement to which the relevance of such disclosure is reasonably apparent. The inclusion of information in the Company Disclosure Letter 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 by any Person that such information is material to any Person. In addition, matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter. Such additional matters, if any, 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 Company Disclosure Letter 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 Company Disclosure Letter 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 Company Disclosure Letter 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 Company Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement. Prior to the Closing, the Company shall have the right from time to time to supplement, modify or update the disclosures in the Company Disclosure Letter with respect to the representations and warranties of the Company made in this Agreement or to otherwise provide notice to the Buyer with respect to events, circumstances, or matters first arising after the date of this Agreement; provided that any such supplements, modifications, updates and notices shall not be taken into account in determining whether the condition set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be Section 2B(i) is satisfied or be deemed to be in breach amend the definition of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the “Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate” herein, but such disclosure will apply to and will shall be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly Buyer from and after the date disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents for purposes of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *Section 9A(vi).