Deemed Disclosure Sample Clauses

Deemed Disclosure. (a) The parties hereto agree that the matters set forth on the Schedules to this Amendment (i) shall be, and hereby are, deemed to have been disclosed in such sections of the RSI Disclosure Schedule with respect to which such matters are relevant, in each case as of the date of the Merger Agreement, and accordingly such disclosures shall be, and hereby are, deemed to modify the representations and warranties of RSI in the Merger Agreement as of such date; (ii) shall not be asserted by JPFI as a breach of the Merger Agreement; and (iii) shall not be asserted by JPFI as the cause of a failure to be satisfied any condition set forth in the Merger Agreement. (b) Section 4.1 of the RSI Disclosure Schedule shall be amended by adding Schedule I hereto thereto. Section 4.1 of the JPFI Disclosure Schedule shall be amended by adding Schedule V hereto thereto. (c) The introduction to the JPFI and RSI Disclosure Schedules shall be amended by adding the following sentence: "All information set forth in the agreements, documents and instruments referred to herein shall be deemed disclosed in the following schedules as fully and completely as if set forth herein. Any information disclosed in any of the following schedules shall be deemed disclosed and incorporated into any other schedule to the merger agreement where such disclosure would be relevant."

Deemed Disclosure. There shall be deemed to be disclosed to the Purchaser in respect of the warranties and representations within this Section 7 all matters appearing on the microfiche of the Companies obtainable from the Companies Registry of England and Wales two business days prior to Completion Date and each item disclosed in or with reference to this Section (which shall include each item disclosed within a schedule to this Agreement) shall be deemed to be a disclosure in respect of all the warranties and representations to which it is appropriate, provided that, to the extent of any conflict between (i) the information appearing on such Microfiche and (ii) the representations and warranties of the Shareholders contained herein and the Schedules attached hereto, the information contained in the representations and warranties of the Shareholders contained herein and the Schedules attached hereto shall be determinative of the matter for the purposes of this Agreement, and the Purchaser shall be deemed to have relied on such representations and warranties and such Schedules in respect of any such information.

Deemed Disclosure. Any disclosure or exception by the Company in this Agreement, in any exhibit hereto, or in any document, schedule or other written information delivered to the Purchaser in connection herewith, shall be deemed to be a disclosure and exception with respect to same and throughout this Agreement and the attachments hereto.