Common use of Disclosure Letters Clause in Contracts

Disclosure Letters. The Disclosure Letters (including, in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicable.

Appears in 6 contracts

Sources: Merger Agreement, Business Combination Agreement (SK Growth Opportunities Corp), Agreement and Plan of Merger (L Catterton Asia Acquisition Corp)

Disclosure Letters. The Disclosure Letters (including, in each case, including any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicable.

Appears in 5 contracts

Sources: Business Combination Agreement (Axiom Intelligence Acquisition Corp 1), Business Combination Agreement (Voyager Acquisition Corp./Cayman Islands), Business Combination Agreement (Grab Holdings LTD)

Disclosure Letters. The Disclosure Letters (including, Notwithstanding anything to the contrary contained in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, or in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by information and disclosures contained in any Section of a party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure with respect disclosed and incorporated by reference in each other Section of such Disclosure Letter as though fully set forth in such other Section to the extent the relevance of such information to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter to which it Section is reasonably apparent on its face notwithstanding the face omission of a reference or a cross-reference with respect thereto and notwithstanding any reference to a Section of such disclosure that such disclosure is responsive to such other section of Disclosure Letter in this Agreement or section of the applicable Disclosure LetterAgreement. Certain information set forth items and matters are listed in the Disclosure Letters is included solely for informational purposes only and may not be required to be disclosed pursuant to listed therein by the terms of this Agreement. The disclosure In no event shall the listing of any information shall not items or matters in a Disclosure Letter be deemed or interpreted to constitute broaden, or otherwise expand the scope of, the representations and warranties or covenants and agreements contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of a Disclosure Letter shall be construed as an acknowledgement admission or indication that such information item or matter is material or that such item or matter is required to be referred to or disclosed in connection with this Agreement or in such Disclosure Letter. Without limiting the representations and warranties made in this Agreementforegoing, nor no reference to, or disclosure of, a possible breach or violation of any Contract, Applicable Law or Governmental Order shall such information be deemed to establish construed as an admission or indication that a standard of materiality breach or that the facts underlying such information constitute a Company Material Adverse Effect violation exists or a SPAC Material Adverse Effect, as applicablehas actually occurred.

Appears in 4 contracts

Sources: Merger Agreement, Merger Agreement (Meet Group, Inc.), Merger Agreement (Essendant Inc)

Disclosure Letters. The Disclosure Letters (including, in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicable.

Appears in 3 contracts

Sources: Business Combination Agreement (AP Acquisition Corp), Business Combination Agreement (Summit Healthcare Acquisition Corp.), Business Combination Agreement (Prenetics Global LTD)

Disclosure Letters. The Disclosure Letters (including, in each case, including any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC CGAC Material Adverse Effect, as applicable.

Appears in 2 contracts

Sources: Business Combination Agreement (Corner Growth Acquisition Corp.), Business Combination Agreement (Corner Growth Acquisition Corp.)

Disclosure Letters. The Disclosure Letters (including, in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect Effect, Acquisition Entity Material Adverse Effect, or a SPAC Material Adverse Effect, as applicable. Notwithstanding Section 1.2(h), references to agreements and other documents set forth in any section of the Company Disclosure Letter shall be deemed to include all amendments and other modifications thereto only to the extent such amendments or modifications are Made Available to SPAC.

Appears in 1 contract

Sources: Business Combination Agreement (Namib Minerals)

Disclosure Letters. The Each of the Company Disclosure Letters (including, in each case, any section thereof) referenced in this Agreement are Letter and the Acquiror Disclosure Letter is a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by set forth in a party in the applicable Disclosure Letter, section or any section thereof, with reference to any section subsection of this Agreement or section of the applicable a Disclosure Letter shall be deemed to be (as applicable) an exception to, or a disclosure with respect to such for purposes of, the representations, warranties, covenants or agreements, as the case may be, contained in, or other applicable sections provisions of, the correspondingly numbered (and, if applicable, lettered) Section or subsection of this Agreement and each other representation, warranty, covenant, agreement or sections other provision of the applicable Disclosure Letter this Agreement to which it the relevance of such disclosure 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 applicable Disclosure Letterdisclosure. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in any representation, warranty, covenant, agreement contained in, or other provision of, this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicablemateriality.

Appears in 1 contract

Sources: Merger Agreement (AMCI Acquisition Corp. II)

Disclosure Letters. The Disclosure Letters (includingSubject to and without limiting the introductory language to ‎Article III and ‎IV, in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully Party has or may have set forth herein. All references information in this Agreement its respective disclosure letter in a section of such disclosure letter that corresponds to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 to which it relates. The fact that any item of information is disclosed in a disclosure letter to this Agreement shall not constitute an admission by such Party that such item is material, that such item has had or would have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or that the disclosure of such be construed to mean that such information is required to be disclosed by this Agreement. Any information set forth in any section or subsection of the applicable Company Disclosure Letter or of the Parent Disclosure Letter shall be deemed to be a disclosure disclosed and incorporated by reference for purposes of any other section or subsection of this Agreement with respect to such other applicable sections of this Agreement or sections of disclosure letter to the applicable Disclosure Letter to which extent that it is reasonably apparent on the face of such disclosure that such disclosure it is responsive applicable to such other section or subsection notwithstanding the omission of this Agreement a reference or section of the applicable Disclosure Lettercross reference thereto. Certain The information set forth in the Company Disclosure Letters Letter and Parent Disclosure Letter is included disclosed solely for informational purposes and may not be required to be disclosed pursuant to of this Agreement. The disclosure of any , and no information set forth therein shall not be deemed to constitute be an acknowledgement that such information is required admission by any Party to be disclosed in connection with the representations and warranties made in this Agreementany Third Party of any matter whatsoever, nor shall such information be deemed to establish a standard including any violation of materiality any Law or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicablebreach of any Contract.

Appears in 1 contract

Sources: Merger Agreement (Aureus Greenway Holdings Inc)

Disclosure Letters. The ▇▇▇▇▇▇▇ Disclosure Letters Letter and the SPAC Disclosure Letter (including, in each case, any section thereof) referenced in this Agreement herein are hereby incorporated as a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party Party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicablemateriality.

Appears in 1 contract

Sources: Business Combination Agreement (ExcelFin Acquisition Corp.)

Disclosure Letters. The Company Disclosure Letters Letter and the SPAC Disclosure Letter (including, in each case, any section thereof) referenced in this Agreement herein are a part of this Agreement as if fully set forth herein. All references in this Agreement herein to the Company Disclosure Letters Letter or the SPAC Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, 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 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 to which 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 applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgement acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a SPAC Material Adverse Effect, as applicable.

Appears in 1 contract

Sources: Merger Agreement (Iron Spark I Inc.)