Common use of Disclosure Generally Clause in Contracts

Disclosure Generally. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. 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.

Disclosure Generally. The information contained in this Agreement and in the Disclosure Schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to the corresponding Section in this Agreement; providedto, howeverand qualify, the information and disclosures contained in (i) any Section representation or warranty of the Seller Disclosure Schedules with respect Assignor, as applicable, to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of which the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facerelated. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the Assigned Rights. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The Disclosure Schedules and the information and disclosures contained in the Disclosure Schedules are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants.

Disclosure Generally. Notwithstanding anything All exhibits and schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules this Agreement herein or in any of the exhibits or schedules shall be deemed to refer to this entire Agreement, the information including all exhibits and disclosures contained in any Section schedules. Any item or matter required to be disclosed on a particular section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Schedule pursuant to this Agreement shall be deemed to have been disclosed and provided only if information for such item or matter complying with such disclosure requirements is set forth on another section of the Disclosure Schedule under this Agreement if such disclosure with respect to such first section is reasonably apparent. The specification of any dollar amount in the corresponding Section representations and warranties contained in this Agreement or the inclusion of any specific item in the schedules hereto is not intended to imply that such amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed or are within or outside of the ordinary course of business, and neither Party shall use the fact of the setting forth of such amounts or the fact of the inclusion of any such item in the schedules in any dispute or controversy with any Party as to whether any obligation, item or matter not described herein or included in a schedule hereto is or is not required to be disclosed (including, without limitation, whether such amounts or items are required to be disclosed as material) or in the ordinary course of business for the purposes of this Agreement; provided, however, the . The information and disclosures contained in (i) any Section the Disclosure Schedule is disclosed solely for the purposes of the Seller Disclosure Schedules with respect to Article III hereof this Agreement, and no information contained therein shall be deemed to be disclosed and incorporated an admission by reference any Party to any third party of any matter whatsoever, including of any violation of law or breach of any agreement. The Disclosure Schedules have been arranged for purposes of convenience in any other Section separately titled sections corresponding to the sections of the Seller Agreement; however, each section of the Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated incorporate by reference all information disclosed in any other Section section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in if such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its faceapparent. The fact that any item of information is disclosed Capitalized terms used in the Seller Disclosure Schedules or and not otherwise defined therein shall have the Buyer Disclosure Schedules shall not be construed meanings given to mean that such information is required to be disclosed by this Agreement. 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.

Disclosure Generally. The information contained in this Agreement and in the Disclosure Schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to, and qualify, any representation or warranty of Sellers to which the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face and from a reading of such disclosures (ii) without reference to extrinsic documentation (including any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and document incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facetherein)). The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the P&F Business. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The Disclosure Schedules are intended only to qualify and limit the representations or warranties contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations or warranties.

Disclosure Generally. All schedules attached hereto (including without limitation the Company Disclosure Schedules) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the schedules (including without limitation the Company Disclosure Schedules) shall be deemed to refer to this entire Agreement, including all schedules. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Company Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Company Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Company Disclosure Schedules with respect to Schedule or representation or warranty contained in Article III hereof III, as applicable, as though fully set forth in such Section of the Seller Disclosure Schedules Schedule or representation or warranty for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section notwithstanding the absence of a cross reference contained therein. In addition, matters reflected in the Buyer Company Disclosure Schedules with respect are not necessarily limited to Article IV hereof matters required by this Agreement to be reflected in the Company Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Company Disclosure Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be disclosed and incorporated an admission by reference any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Nothing in any other Section of the Buyer Company Disclosure Schedules with respect is intended to Article IV hereof as though fully set forth broaden the scope of any representation or warranty contained in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that this Agreement or create any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreementcovenant. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. Notwithstanding anything The disclosures and exceptions to the contrary contained representations and warranties set forth in the schedules attached hereto (the “Disclosure Schedules”) are to be taken as relating to the representations and warranties of Seller and the Company as a whole, notwithstanding the fact that the Disclosure Schedules are arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedules, but only to the Buyer Disclosure Schedules or in this Agreement, extent that it is readily apparent from the information and disclosures contained in any Section reading of the Seller Disclosure Schedules exception or any Section of the Buyer Disclosure Schedules shall be deemed qualification that such exception or qualification is applicable to have been disclosed such other representations and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facewarranties. The fact that any item inclusion of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules 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 mean any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company or Seller. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed by reflected in the Disclosure Schedules. 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 Disclosure Schedules 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 Disclosure Schedules is or is not material for purposes of this Agreement. Such information and Further, neither the dollar thresholds set forth herein shall not be used as a basis for interpreting specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the terms “material” inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or “Material Adverse Effect” matter, or other similar terms 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 Disclosure Schedules is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Generally. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, this Agreement or the Buyer Ancillary Agreements, the information and disclosures contained in the Disclosure Schedules or in is disclosed solely for purposes of this Agreement, and no information contained therein shall be deemed to be an admission by any party hereto to any Person (including any other party hereto) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding anything to the contrary contained in the Disclosure Schedules, this Agreement or the Ancillary Agreements, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to the corresponding Section in this Agreement; providedto, howeverand qualify, the information and disclosures contained in (i) any Section representation or warranty of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of which the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facefrom a plain reading thereof. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the Business. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information and disclosures contained in the Disclosure Schedules corresponding to Article III and Article V of this Agreement are intended only to qualify and limit the representations and warranties contained in Article III of this Agreement and the covenants contained in Article V of this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants.

Disclosure Generally. The information contained in this Agreement and in the Disclosure Schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any Person (including any other Party) of any matter whatsoever (including any violation of Law or breach of Contract). Notwithstanding any other provision of this Agreement or anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section section or subsection of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been be disclosed and provided only with respect to, and qualify, any representation or warranty of Sellers to which the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability relevance of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this AgreementAgreement or is material to or outside the ordinary course of the Business. Such information and the dollar thresholds set forth herein and therein shall not be used as a basis for interpreting the terms “material,” or “Material Adverse Effect,” or other any similar terms qualifier in this Agreement. In addition, matters reflected in any section or subsection of the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The Disclosure Schedules and the information and disclosures contained in the Disclosure Schedules are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants.

Disclosure Generally. Notwithstanding anything All Schedules and Exhibits attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Exhibits shall be deemed to have been refer to this entire Agreement, including all Schedules and Exhibits. The information contained in the Schedules hereto is disclosed and provided only with respect to solely for the corresponding Section in purposes of this Agreement; provided, however, the and no information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof therein shall be deemed to be disclosed and incorporated an admission by any Party to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. No disclosure in the Disclosure Schedule or any Schedule provided by Purchaser relating to a possible breach or violation of any Contract, Law or order of any Governmental Entity will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule or any Schedule provided by Purchaser that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in any other Section of the Seller Disclosure Schedules with respect Schedule and not otherwise defined therein has the meaning given to Article III hereof as though fully such term in this Agreement. Any headings set forth in such Section the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the Seller disclosures set forth in the Disclosure Schedules for which applicability Schedule. The disclosure of such information and disclosure is reasonably apparent on its face and (ii) any Section matter in any section or schedule of the Buyer Disclosure Schedules with respect to Article IV hereof shall Schedule will be deemed to be disclosed and incorporated a disclosure by reference in any Seller to each other Section section or schedule of the Buyer Disclosure Schedules with respect Schedule to Article IV hereof as though fully set forth in which such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure disclosure’s relevance is reasonably apparent on its face. The fact listing of any matter on the Disclosure Schedule shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any item of information such matter is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information material, is required to be disclosed by such party under this Agreement. Such information and the dollar Agreement or falls within relevant minimum thresholds or materiality standards 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.

Disclosure Generally. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained The disclosure of any matter in any Section of the Seller Disclosure Schedules or this Agreement shall be deemed to be a disclosure for all purposes of this Agreement. The disclosure of any Section matter in any of the Buyer Company Disclosure Schedules shall be deemed to have been be a disclosure against each and every other applicable schedule of the Company Disclosure Schedules whether or not an explicit cross-reference appears; provided that the relevance of such disclosure to such other schedule is reasonably apparent on the face thereof. No reference to or disclosure of any item or other matter in the Company Disclosure Schedules 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 and provided only with respect to in the corresponding Section Company Disclosure Schedules. The information set forth in the Company Disclosure Schedules is disclosed solely for the purposes of this Agreement; provided, howeverand no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of any Law or breach of any Contract. The Company Disclosure Schedules and the information and disclosures contained in (i) any Section therein are intended only to qualify and limit the representations, warranties, covenants and agreements of the Seller Company. Nothing in the Company Disclosure Schedules with respect is intended to Article III hereof shall be deemed broaden the scope of any representation or warranty contained in this Agreement or to create any covenant or agreement. Matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed and incorporated by reference reflected in any other Section of the Seller Company Disclosure Schedules with respect to Article III hereof as though fully Schedules. Such additional matters are set forth in such Section for informational purposes and do not necessarily include other matters of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its facea similar nature. The fact that any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein in the Company Disclosure Schedules shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. All schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the schedules shall be deemed to refer to this entire Agreement, including all schedules. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Company Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Company Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Company Disclosure Schedules with respect to Schedule or representation or warranty contained in Article III hereof III, as applicable, as though fully set forth in such Section of the Seller Disclosure Schedules Schedule or representation or warranty for which applicability of such information and disclosure is reasonably apparent on its face notwithstanding the absence of a cross reference contained therein. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Company Disclosure Schedules or exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (iiincluding whether such amounts or items are required to be disclosed as material or threatened) any Section or are within or outside of the Buyer Ordinary Course of Business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Company Disclosure Schedules with respect or exhibits in any dispute or controversy between the parties hereto as to Article IV hereof whether any obligation, item or matter not set forth or included in this Agreement, the Company Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the Ordinary Course of Business for purposes of this Agreement. In addition, matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Company Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be disclosed and incorporated an admission by reference any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Nothing in any other Section of the Buyer Company Disclosure Schedules with respect is intended to Article IV hereof as though fully set forth broaden the scope of any representation or warranty contained in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that this Agreement or create any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreementcovenant. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect” or other similar terms in this Agreement.

Disclosure Generally. Notwithstanding anything All Schedules and Exhibits attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules Exhibits shall be deemed to have been refer to this entire Agreement, including all Schedules and Exhibits. The information contained in the Schedules hereto is disclosed and provided only with respect to solely for the corresponding Section in purposes of this Agreement; provided, however, the and no information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof therein shall be deemed to be disclosed and incorporated an admission by any Party to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. No disclosure in the Disclosure Schedule or any Schedule provided by the Purchaser relating to a possible breach or violation of any Contract, Law or order of any Governmental Entity will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule or any Schedule provided by Purchaser that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in any other Section of the Seller Disclosure Schedules with respect Schedule and not otherwise defined therein has the meaning given to Article III hereof as though fully such term in this Agreement. Any headings set forth in such Section the Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the Seller disclosures set forth in the Disclosure Schedules for which applicability Schedule. The disclosure of such information and disclosure is reasonably apparent on its face and (ii) any Section matter in any section or schedule of the Buyer Disclosure Schedules with respect to Article IV hereof shall Schedule will be deemed to be disclosed and incorporated a disclosure by reference in any the Company to each other Section section or schedule of the Buyer Disclosure Schedules with respect Schedule to Article IV hereof as though fully set forth in which such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure disclosure’s relevance is reasonably apparent on its face. The fact listing of any matter on the Disclosure Schedule shall expressly not be deemed to constitute an admission by such party, or to otherwise imply, that any item of information such matter is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information material, is required to be disclosed by such party under this Agreement. Such information and the dollar Agreement or falls within relevant minimum thresholds or materiality standards 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.

Disclosure Generally. All schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the schedules shall be deemed to refer to this entire Agreement, including all schedules. Notwithstanding anything to the contrary contained in the Seller Disclosure Schedules, the Buyer Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Disclosure Schedules shall be deemed to have been disclosed and provided only with respect to the corresponding Section in this Agreement; provided, however, the information and disclosures contained in (i) any Section of the Seller Disclosure Schedules with respect to Article III hereof Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Seller Disclosure Schedules with respect to Schedule or representation or warranty contained in Article III hereof IV or Article V, as applicable, as though fully set forth in such Section Disclosure Schedule or representation or warranty, provided that the disclosing party has acted in good faith by attempting to provide cross-references where applicable and, in the absence of any such cross references, the applicability of the Seller information to such other sections of these Disclosure Schedules for which applicability is readily apparent on the face of such information disclosure that a reasonable person would conclude that it applies to such other section, notwithstanding the absence of a cross reference contained therein. The specification of any dollar amount or the inclusion of any item in the representations and disclosure warranties contained in this Agreement, the Disclosure Schedules or exhibits is reasonably apparent on its face and not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (iiincluding whether such amounts or items are required to be disclosed as material or threatened) any Section or are within or outside of the Buyer ordinary course of business consistent with past practice, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules or exhibits in any dispute or controversy between the parties hereto as to whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business consistent with respect past practice for purposes of this Agreement. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to Article IV hereof matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Disclosure Schedules and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be disclosed and incorporated an admission by reference any party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract). Nothing in any other Section of the Buyer Disclosure Schedules with respect is intended to Article IV hereof as though fully set forth broaden the scope of any representation or warranty contained in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that this Agreement or create any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreementcovenant. 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.

Disclosure Generally. Notwithstanding anything All schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the contrary contained schedules shall be deemed to refer to this entire Agreement, including all schedules. Except as otherwise provided in the Seller Company Disclosure Schedules, all capitalized terms therein shall have the Buyer meanings assigned to them in this Agreement. Matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. Except where required by a particular representation or warranty in this Agreement, (a) no disclosure made in the information and disclosures contained in any Section of the Seller Disclosure Schedules or any Section of the Buyer Company Disclosure Schedules shall be deemed to have been constitute an admission or determination that any fact or matter so disclosed and provided only with respect to the corresponding Section is material, has a Material Adverse Effect, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed, and (b) no Person shall use the fact of the setting of an amount or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material, has a Material Adverse Effect or meets any other threshold for purposes of this Agreement. Any reference to a section or subsection in the Company Disclosure Schedules refers to that section or subsection of this Agreement, unless the context requires otherwise; provided, however, the information and disclosures contained that a particular matter disclosed in (i) any Section section or subsection of the Seller Company Disclosure Schedules with respect that is reasonably apparent from a facial reading of such disclosure to Article III hereof qualify another section or subsection of this Agreement shall also be deemed to be disclosed and incorporated by reference in any qualify such other Section section or subsection of the Seller Disclosure Schedules with respect to Article III hereof as though fully set forth in such Section of the Seller Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face and (ii) any Section of the Buyer Disclosure Schedules with respect to Article IV hereof shall be deemed to be disclosed and incorporated by reference in any other Section of the Buyer Disclosure Schedules with respect to Article IV hereof as though fully set forth in such Section of the Buyer Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in the Seller Disclosure Schedules or the Buyer Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and No disclosure in the dollar thresholds set forth herein Company Disclosure Schedules relating to any possible breach or violation of any agreement, Law or regulation shall not be used construed as an admission or indication against interest to a basis for interpreting the terms “material” third party that any such breach or “Material Adverse Effect” violation exists or other similar terms in this Agreementhas actually occurred.