Common use of Disclosure Letters Clause in Contracts

Disclosure Letters. Disclosure in any section or subsection of the Company Disclosure Letter or the Parent Disclosure Letter shall apply only to the indicated Section of this Agreement, except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to or relevant to another Section of this Agreement. The inclusion of information in the Company Disclosure Letter or the Parent Disclosure Letter shall not be construed as an admission that such information is material to any of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter or the Parent Disclosure Letter. 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 Company Disclosure Letter or the Parent 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 shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy. 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 or the Parent 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 (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy.

Disclosure Letters. Disclosure in any section or subsection of the The Company Disclosure Letter or and the Parent Disclosure Letter are not intended to constitute, and shall apply only to not be construed as constituting, representations or warranties of the indicated Section of this AgreementCompany, Parent or Merger Sub except and to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to or relevant to another Section of expressly provided in this Agreement. The inclusion fact that any item of information is disclosed in the Company Disclosure Letter or the Parent Disclosure Letter shall not be construed as an admission to mean that such information is material required to be disclosed by this Agreement. Inclusion of any of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected item in the Company Disclosure Letter or the Parent Disclosure Letter are shall not necessarily limited be deemed an admission that such item is reasonably likely to matters required by this Agreement to be reflected result in the a Company Disclosure Letter or the Parent Disclosure Letter. Such additional matters are set forth for informational purposes only Material Adverse Effect, 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 or the Parent Disclosure Letter is intended to imply shall not be deemed an admission that such amountitem is material or that such item is reasonably likely to materially impair the ability of a party to perform its obligations hereunder or to consummate the Transactions, in each case, on or higher or lower amounts, or before the item so included or other items, Outside Date. Descriptive headings in the Company Disclosure Letter and the Parent Disclosure Letter are or are not material, inserted for reference purposes and for convenience of the reader only and shall not be construed as an admission affect the interpretation thereof or of liability or responsibility under any Law or in any dispute or controversythis Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant Nothing contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter or the Parent 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 (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under in connection with any Law pending, threatened or future matter or proceeding. Any disclosure in any dispute section of the Company Disclosure Letter or controversyParent Disclosure Letter of information that is also filed with or disclosed in any Company SEC Document or Parent SEC Document, as applicable, shall not be deemed a representation that there is no other information filed with or disclosed in any Company SEC Document or Parent SEC Document, as applicable, that would qualify the corresponding representation. Any Company SEC Documents shall be deemed to qualify a representation or warranty only if it is reasonably apparent on the face of such disclosure that such information is relevant to such representation or warranty. All disclosures in the Company Disclosure Letter and Parent Disclosure Letter are intended only to allocate rights and risks between the parties to the Agreement and are not intended to be admissions against interests, be admissible against any party by any Person who is not a party (other than Affiliates, beneficiaries, or successors or assigns of any of the parties), or give rise to any claim or benefit to any Person who is not a party (other than Affiliates, beneficiaries, or successors or assigns of any of the parties).

Disclosure Letters. Certain items and matters are listed in the Company Disclosure Letter and the Parent Disclosure Letter for informational purposes only and may not be required to be listed therein by the terms of this Agreement. The Company Disclosure Letter and the Parent Disclosure Letter and the information and disclosures contained therein are intended to qualify the representations, warranties, covenants and agreements of the Company, Parent and Merger Sub contained in this Agreement. Inclusion of any item in the Company Disclosure Letter or the Parent Disclosure Letter (a) shall not be construed as an admission or indication that such item or matter is material or would constitute a Material Adverse Effect, (b) shall not be deemed to establish a standard for materiality or Material Adverse Effect and (c) does not represent an admission or determination by the Company, Parent or Merger Sub that such item did not arise in the ordinary course of business or in a manner inconsistent with past practice. Where a representation or warranty in this Agreement is qualified by a reference to materiality or Material Adverse Effect, in no event shall the disclosure of any matter in the Company Disclosure Letter or the Parent Disclosure Letter imply that any other undisclosed matter that has a greater value or could otherwise be deemed more significant (i) is or is reasonably likely to be material or (ii) has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, no reference to, or disclosure of, a possible breach or violation of any Contract or Law in the Company Disclosure Letter or the Parent Disclosure Letter shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Disclosure of any item in any section or subsection of the Company Disclosure Letter or the Parent Disclosure Letter shall apply only also be deemed disclosure with respect to the indicated any other Section or subsection of this Agreement, except Agreement to the extent that it is reasonably apparent on the its face of such disclosure that such disclosure information is applicable to or relevant to another Section of this Agreementsuch other Sections or subsections. The inclusion of information in the Company Disclosure Letter or is subject to the Parent Disclosure Letter shall not be construed as an admission that such information is material to any terms of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicableConfidentiality Agreement. In addition, matters reflected disclosing the information set forth in the Company Disclosure Letter or and the Parent Disclosure Letter are Letter, each of the Company, Parent and Merger Sub, as applicable, expressly does not necessarily limited waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters required by this Agreement to be reflected disclosed or discussed in the Company Disclosure Letter or the Parent Disclosure Letter. 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 Company Disclosure Letter or the Parent 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 shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy. 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 or the Parent 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 (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversyapplicable.

Disclosure Letters. Disclosure in any section or subsection of the Company Disclosure Letter or the Parent Disclosure Letter shall apply only to the indicated Section of this Agreement, except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to or relevant to another Section of this Agreement. The inclusion of information in the Company Disclosure Letter or the Parent Disclosure Letter shall not be construed as an admission that such information is material to any of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter or the Parent Disclosure Letter. 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 Company Disclosure Letter or the Parent 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 shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy. Further, neither the specification Severability . Any term or provision of any item this Agreement that is invalid or matter unenforceable in any representation, warranty situation in any jurisdiction shall not affect the validity or covenant contained in this Agreement nor enforceability of the inclusion of any specific item in the Company Disclosure Letter remaining terms and provisions hereof or the Parent Disclosure Letter is intended to imply that such item validity or matter, enforceability of the offending term or provision in any other items or matters, are or are not in the ordinary course of business (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law situation or in any dispute other situation or controversyin any other jurisdiction. If the final judgment of a court of competent jurisdiction specified in Section 10.15 declares that any term or provision hereof is invalid or unenforceable, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by applicable Laws in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Disclosure Letters. Disclosure in any section or subsection of the Company Disclosure Letter or the Parent Disclosure Letter shall apply only to the indicated Section of this Agreement, except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to or relevant to another Section of this Agreement. (i) The inclusion of information in the Company Seller Disclosure Letter or the Parent 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 Company, its Subsidiaries or any of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicableSellers. In addition, matters reflected in the Company Seller Disclosure Letter or and/or the Parent Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Seller Disclosure Letter or the Parent Company Disclosure Letter, as applicable. Such Any 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 Company Seller Disclosure Letter or and/or the Parent 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 not be construed as an admission use the fact of liability the setting forth of any such amount or responsibility under the inclusion of any Law or such item in any dispute or controversycontroversy between the parties as to whether any obligation, item or matter not described herein or included in the Seller Disclosure Letter or 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 Seller Disclosure Letter or the Parent 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 (except where expressly stated in the relevant representation, warranty or covenant)business, and no Person shall not be construed as an admission use the fact of liability setting forth or responsibility under the inclusion of any Law such items or matter in any dispute or controversycontroversy between the parties as to whether any obligation, item or matter not described herein or included in the Seller Disclosure Letter or the Company Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement. Prior to the Closing, the Sellers and the Company shall have the right from time to time to supplement, modify or update the Seller Disclosure Letter and the Company Disclosure Letter but only to the extent relating to facts, events or circumstances arising out of developments after the date of this Agreement. No such supplement, modification or update shall prohibit, limit or otherwise affect Buyer’s right to indemnification hereunder, be taken into account in determining whether the condition set forth in Section 2B(i) is satisfied or deemed to prevent or cure a breach of any representation, warranty, covenant or agreement hereunder with respect to the information disclosed in such supplement, modification or update.

Disclosure Letters. The Disclosure Letters have been arranged in sections corresponding to each representation and warranty set forth in Article III, Article IV, Article V, and Article VI. Any information disclosed pursuant to any section or subsection Schedule hereto shall be deemed to be disclosed for all purposes of the Company Disclosure Letter or the Parent Disclosure Letter shall apply only any other Schedule to the indicated Section of this Agreement, except Agreement to the extent that it the relevance of such disclosure to such other Schedule is reasonably apparent on the its face of such disclosure so as to enable a reasonable person to determine that such disclosure is applicable qualifies or otherwise applies to or relevant such other Schedule to another Section of this Agreement. The inclusion mere listing of information a contract or agreement in the Company Disclosure Letter or the Parent Disclosure Letter shall any Schedule will not be construed as sufficient to disclose an admission that exception to a representation or warranty unless the representation or warranty only pertains to the existence of such information is material to any of the Company contract or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter or the Parent Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar natureagreement. Neither the specifications specification of any dollar amount in any representation, representation or warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter or the Parent Disclosure Letter any Schedule hereto 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 party shall not be construed as an admission use the fact of liability the setting forth of any such amount or responsibility under the inclusion of any Law or such item in any dispute or controversycontroversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not material for purposes of this Agreement. FurtherUnless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation, representation or warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter or the Parent Disclosure Letter any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business (except where expressly stated in the relevant representation, warranty or covenant)business, and no party shall not be construed as an admission use the fact of liability the setting forth or responsibility under the inclusion of any Law such item or matter in any dispute or controversycontroversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Letters. Disclosure There may be included in any section or subsection of the Company Disclosure Letter or the Parent Disclosure Letter and/or the RJS Disclosure Letter items and information that are not “material,” and such inclusion shall apply only not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material,” or to affect the indicated Section of this Agreement, except to the extent that it is reasonably apparent on the face interpretation of such disclosure that such disclosure is applicable to or relevant to another Section term for purposes of this Agreement. The inclusion of No information contained in the Company Disclosure Letter this Agreement or in the Parent Disclosure Letter and/or the RJS Disclosure Letter shall not be construed as deemed to be an admission that such information is material by any Party to any third party of the Company any matter whatsoever (including any violation of Law or its Subsidiaries or to any breach of Parent or its Subsidiaries, as applicablecontract). In addition, matters Matters reflected in the Company Parent Disclosure Letter or the Parent and RJS Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company disclosed therein. The Parent Disclosure Letter or the Parent and RJS Disclosure Letter. Such additional matters are Letter set forth for informational purposes only and do not necessarily include other matters items of a similar nature. Neither disclosure with specific reference to the specifications particular Section or subsection of any dollar amount in any representation, warranty or covenant contained in this Agreement nor to which the inclusion of any specific item information in the Company Disclosure Letter or the Parent Disclosure Letter and RJS Disclosure Letter, as applicable, relates; provided, however, that any information set forth in one Section of such disclosure letter shall be deemed to apply to each other Section or subsection thereof to which its relevance is intended to imply reasonably apparent on its face; provided further that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy. Further, neither the specification of any item or matter in any representation, warranty or covenant no information (i) contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter or the Parent Disclosure Letter is intended to imply that such item or mattershall apply to, or other items be disclosed against, any of the Designated Energy Supply Representations or matters, are or are not the representations and warranties set forth in Section 5.12(a) unless expressly set forth in the ordinary course correspondingly numbered Section of business the Parent Disclosure Letter or (except where ii) contained in RJS Disclosure Letter shall apply to, or be disclosed against, any of the Designated RJS Representations or the representations and warranties set forth in Section 6.12(a) unless expressly stated set forth in the relevant representation, warranty or covenant), and shall not be construed as an admission correspondingly numbered Section of liability or responsibility under any Law or in any dispute or controversythe RJS Disclosure Letter.

Disclosure Letters. All capitalized terms not defined in the SBT Disclosure Letter, DK Disclosure Letter or DEAC Disclosure Letter (collectively, the “Disclosure Letters”), as applicable, shall have the meanings ascribed to them in this Agreement. The representations, warranties, covenants and agreements of SBT, DK and DEAC, as applicable, set forth in this Agreement are made and given subject to, and are qualified by, the SBT Disclosure Letter, DK Disclosure Letter or DEAC Disclosure Letter, as applicable. Unless the context shall otherwise require, any disclosure set forth in one section or subsection of the Company Disclosure Letter Letters shall be deemed to apply to and qualify the section or the Parent Disclosure Letter shall apply only to the indicated Section subsection of this AgreementAgreement to which it corresponds in number and each other section or subsection of Article IV, except Article VI or Article VII, as applicable, of this Agreement to the extent that it is reasonably apparent on the its face of such disclosure that such disclosure information is applicable to or relevant to another Section such other section or subsection of this AgreementArticle IV, Article VI or Article VII, as applicable. The inclusion Disclosure Letters may include brief descriptions or summaries of information certain agreements and instruments. The descriptions or summaries do not purport to be comprehensive and are qualified in their entirety by reference to the text of the documents described. No disclosure set forth in the Company Disclosure Letter Letters relating to any possible breach or the Parent Disclosure Letter violation of any Contract or Law shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Letters shall not be deemed to be an admission or acknowledgment that such information (a) is required by the terms of this Agreement to be disclosed, (b) is material to any of the Company SBT, DK or its Subsidiaries or to any of Parent or its SubsidiariesDEAC, as applicable, their respective Subsidiaries or any other party, (c) has resulted in or would result in a SBT Material Adverse Effect, DK Material Adverse Effect or DEAC Material Adverse Effect, as applicable, or (d) is outside the ordinary course of business. In addition, matters Matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter Letters are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter or the Parent Disclosure LetterLetters. 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 Company Disclosure Letter or the Parent 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 shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy. 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 or the Parent 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 (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy.

Disclosure Letters. Disclosure in any section or subsection Each of the Company TWG Disclosure Letter or and the Parent Purchaser Disclosure Letter (the “Disclosure Letters”) shall apply only be arranged in sections corresponding to the indicated Section Sections of this AgreementAgreement for the convenience of the parties, except and the disclosure of an item in one section of a Disclosure Letter as an exception to a particular representation, warranty or covenant in this Agreement shall be deemed adequately disclosed as an exception with respect to all representations, warranties and covenants made by such party in this Agreement to the extent that it the relevance of such item to such other representations or warranties is reasonably apparent on the face of such disclosure that such disclosure is applicable to or relevant to another Section of this Agreementdisclosure. The inclusion of information in the Company Disclosure Letter or the Parent Disclosure Letter shall not be construed as an admission that such information is material to any of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter Letters are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter or the Parent Disclosure Letter. 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 Company Disclosure Letter or the Parent 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 materialconstitute, and shall not be construed as constituting, representations and warranties of TWG, Merger Sub or Purchaser, as applicable. The mere inclusion of an item in either Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by any party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a TWG Material Adverse Effect or Purchaser Material Adverse Effect, or is within or outside of liability or responsibility under the ordinary course of business, and no Person may use the fact of the inclusion of any Law or item in a Disclosure Letter in any dispute or controversy. Furthercontroversy involving such Person as to whether any obligation, 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 not included in the Company Disclosure Letter or the Parent Disclosure Letter is intended or is not material to imply that such item TWG and its Subsidiaries or matterPurchaser and its Subsidiaries, as applicable, or other items is within or matters, are or are not in outside of the ordinary course of business (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversybusiness.

Disclosure Letters. It is understood and agreed: (a) any capitalized term used in the Disclosure Letters, but not otherwise defined therein, shall have the meaning assigned to such term herein; (b) the disclosure of any fact or item in any section or subsection Section of the Company Disclosure Letter or the Parent Disclosure Letter shall apply be deemed to be disclosed with respect to any other applicable Section of such Disclosure Letter only to the indicated Section of this Agreement, except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to or relevant to another Section of this Agreement. The inclusion of information such other Section; (c) nothing in the Company Disclosure Letter or the Parent Disclosure Letter shall not be construed as an admission that such information is material intended to broaden the scope of any of the Company representation or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter or the Parent Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither warranty made herein; (d) 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 or the Parent Disclosure Letter is intended to imply that such amount, amounts or higher or lower amounts, or the item items so included or other items, are or are not material, and no party shall not be construed as an admission use the fact of liability setting of such amounts or responsibility under any Law or in any dispute or controversy. Further, neither the specification fact of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific such item in the Company Disclosure Letter or the Parent 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 (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law or in any dispute or controversy.controversy between the parties as to whether any obligation, item or matter is or is not material for purposes of this Agreement; and (e) the Company Disclosure Letter or the Parent Disclosure Letter may include facts or items that are not required to be set forth therein for informational purposes or to avoid any misunderstanding, and each of the Company and Parent acknowledges that such additional facts or items may not include other matters of a similar nature or impose any requirement to disclose any information beyond what is specifically required by this Agreement. [Signature page follows]

Disclosure Letters. The Panavision Disclosure Letter, the SIM Disclosure Letter and the Acquiror Disclosure Letter (including, in each case, any section or subsection thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Panavision Disclosure Letter, the SIM Disclosure Letter or the Parent Acquiror Disclosure Letter (including, in each case, any section thereof) shall apply only be deemed references to the indicated Section such parts of this Agreement, except unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the extent that it applicable Disclosure Letter shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter if the relevance of such disclosure to such other sections is reasonably apparent on the face of such disclosure that such disclosure disclosure. Certain information set forth in the Disclosure Letters is applicable included solely for informational purposes and may not be required to or relevant be disclosed pursuant to another Section of this Agreement. The inclusion disclosure of any information in the Company Disclosure Letter or the Parent Disclosure Letter shall not be construed as deemed to constitute an admission acknowledgment that such information is material to any of the Company or its Subsidiaries or to any of Parent or its Subsidiaries, as applicable. In addition, matters reflected in the Company Disclosure Letter or the Parent Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected disclosed in connection with the Company Disclosure Letter or the Parent Disclosure Letterrepresentations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications The specification of any dollar amount in any representation, warranty the representations or covenant warranties contained in this Agreement nor or the inclusion of any specific item in the Company Panavision Disclosure Letter, the SIM Disclosure Letter or the Parent Acquiror Disclosure Letter Letter, as applicable, is not intended to imply that such amountamounts, or higher or lower amounts, or the item items so included or other items, are or are not material, and no party shall not be construed as an admission use the fact of liability the setting of such amounts or responsibility under the inclusion of any Law or such item in any dispute or controversy. Furthercontroversy as to whether any obligation, neither the specification of any item or matter in any representation, warranty not described herein or covenant contained in this Agreement nor the inclusion of any specific item included in the Company Panavision Disclosure Letter, the SIM Disclosure Letter or the Parent Acquiror Disclosure Letter Letter, as applicable, is intended to imply that such item or matter, or other items or matters, are or are is not in the ordinary course material for purposes of business (except where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability or responsibility under any Law or this Agreement. Any capitalized term used in any dispute Exhibit or controversySchedule but not otherwise defined therein shall have the meaning given to such term in this Agreement.