Common use of Disclosure Letters Clause in Contracts

Disclosure Letters. For purposes of the representations and warranties of the Sellers and Apollo in this Agreement, items disclosed in one section of a Disclosure Letter shall be considered to be made for purposes of all other sections of such Disclosure Letter to the extent that the relevance of any such disclosure to any other such section of such Disclosure Letter is reasonably apparent from the text of such disclosure. For purposes of the representations and warranties of the Sellers in this Agreement, items disclosed with respect to the Subject Companies in the forms, statements and reports of RCAP publicly available, filed with, or furnished (on a publicly available basis) to the SEC on or after January 1, 2014 and prior to the date of this Agreement shall be considered to be disclosed for purposes of the Seller Disclosure Letter (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception to, or disclosure for purposes of, any representation or warranty set forth in Article II). The disclosure of any item or matter in any Disclosure Letter shall not be construed as an admission, representation or indication that such item or other matter is “material” or would have a Material Adverse Effect or that such item or other matter is required to be referred to or disclosed in such Disclosure Letter. The disclosure of any item or matter relating to any possible breach or violation of any law or contract shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Appears in 4 contracts

Sources: Membership Interest Purchase Agreement (RCS Capital Corp), Membership Interest Purchase Agreement (Apollo Global Management LLC), Membership Interest Purchase Agreement (Apollo Global Management LLC)

Disclosure Letters. For purposes of Notwithstanding anything to the representations and warranties of contrary contained in the Sellers and Apollo Disclosure Letters, in this AgreementAgreement or in the other Transaction Documents, items disclosed the information and disclosures contained in one section any Section of a Disclosure Letter shall be considered deemed to be made for purposes of all disclosed and incorporated by reference in each other sections Section of such Disclosure Letter as though fully set forth in such other Section to the extent that the relevance of such information to such other Section is reasonably apparent on its face notwithstanding the omission of a reference or a cross-reference with respect thereto and notwithstanding any such disclosure reference to any other such section a Section of such Disclosure Letter is reasonably apparent from in this Agreement. Certain items and matters are listed in the text Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms of such disclosurethis Agreement. For purposes In no event shall the listing of items or matters in a Disclosure Letter be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties of the Sellers or covenants and agreements contained in this Agreement, items disclosed with respect to the Subject Companies in the forms, statements and reports of RCAP publicly available, filed with, or furnished (on a publicly available basis) to the SEC on or after January 1, 2014 and prior to the date of this Agreement shall be considered to be disclosed for purposes of the Seller Disclosure Letter (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception . No reference to, or disclosure for purposes of, any representation or warranty set forth in Article II). The disclosure of any item or matter in any Section of this Agreement or any Section of a Disclosure Letter shall not be construed as an admission, representation admission or indication that such item or other matter is “material” or would have a Material Adverse Effect material or that such item or other matter is required to be referred to or disclosed in this Agreement or in such Disclosure Letter. The Without limiting the foregoing, no reference to, or disclosure of any item or matter relating to any of, a possible breach or violation of any law Contract, Applicable Law or contract Governmental Order shall not be construed as an admission or indication that any such a breach or violation exists or has actually occurred.

Appears in 3 contracts

Sources: Merger Agreement (Rhino SpinCo, Inc.), Merger Agreement (Genuine Parts Co), Merger Agreement (Essendant Inc)

Disclosure Letters. For purposes of Notwithstanding anything to the representations and warranties of contrary contained in the Sellers and Apollo in Disclosure Letters, this Agreement or any other Transaction Agreement, items disclosed in one section of a Disclosure Letter shall be considered to be made for purposes of all other sections of such Disclosure Letter to the extent that the relevance of any such disclosure to any other such section of such Disclosure Letter is reasonably apparent from the text of such disclosure. For purposes of the representations information and warranties of the Sellers in this Agreement, items disclosed with respect to the Subject Companies in the forms, statements and reports of RCAP publicly available, filed with, or furnished (on a publicly available basis) to the SEC on or after January 1, 2014 and prior to the date of this Agreement shall be considered to be disclosed for purposes of the Seller Disclosure Letter (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure Section of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event Disclosure Letter shall be deemed to be an exception 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 applicability and relevance of such information to such other Section is reasonably apparent on the face of such information. Certain items and matters are listed in the Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms of this Agreement. The Disclosure Letters are intended only to qualify and limit the representations, warranties and covenants of the Parties contained in this Agreement and in no event shall the listing of items or matters in the Disclosure Letters be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants of either Party contained in this Agreement. No reference to, or disclosure for purposes of, any representation or warranty set forth in Article II). The disclosure of any item or matter in any Section of this Agreement or any Section of the Disclosure Letter Letters shall not be construed as an admission, representation admission or indication that such item or other matter is “material” or would have a Material Adverse Effect material or that such item or other matter is required to be referred to or disclosed in such this Agreement or in the Disclosure LetterLetters. The Without limiting the foregoing, no reference to or disclosure of any item or matter relating to any a possible breach or violation of any law Contract, Law or contract Governmental Order shall not be construed as an admission or indication that any such a breach or violation exists or has actually occurred. The disclosure of any item or information in any Disclosure Letter is not an admission by such Party that such item or information (or any non-disclosed item or information of comparable or greater significance) is material, required to have been disclosed in such Disclosure Letter, or is of a nature that would reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Framework Agreement, Framework Agreement (Goodyear Tire & Rubber Co /Oh/)

Disclosure Letters. For purposes of the representations and warranties of the Sellers Company and Apollo the Investor in this Agreement, items disclosed in one section of a Disclosure Letter shall be considered to be made for purposes of all other sections of such Disclosure Letter to the extent that the relevance of any such disclosure to any other such section of such Disclosure Letter is reasonably apparent from the text of such disclosure. For purposes of the representations and warranties of the Sellers Company in this Agreement, items disclosed with respect to the Subject Companies in the forms, statements and reports of RCAP the Company’s publicly available, filed with, or furnished (on a publicly available basis) to the SEC on or after January 1, 2014 and prior to the date of this Agreement shall be considered to be disclosed for purposes of the Seller Company Disclosure Letter (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception to, or disclosure for purposes of, any representation or warranty set forth in Article II). The disclosure of any item or matter in any Disclosure Letter shall not be construed as an admission, representation or indication that such item or other matter is “material” or would have be Material to a Material Adverse Effect Reasonable Investor or that such item or other matter is required to be referred to or disclosed in such Disclosure Letter. The disclosure of any item or matter relating to any possible breach or violation of any law or contract shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Appears in 2 contracts

Sources: Investment Agreement (Apollo Global Management LLC), Investment Agreement (RCS Capital Corp)

Disclosure Letters. For purposes of Notwithstanding anything to the representations and warranties of contrary contained in the Sellers and Apollo Disclosure Letters, in this AgreementAgreement or in the other Transaction Documents, items disclosed the information and disclosures contained in one section any Section of a Disclosure Letter shall be considered deemed to be made for purposes of all disclosed and incorporated by reference in each other sections Section of such Disclosure Letter as though fully set forth in such other Section to the extent that the relevance of such information to such other Section is reasonably apparent on its face notwithstanding the omission of a reference or a cross-reference with respect thereto and notwithstanding any such disclosure reference to any other such section a Section of such Disclosure Letter is reasonably apparent from in this Agreement. Certain items and matters are listed in the text Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms of such disclosurethis Agreement. For purposes In no event shall the listing of items or matters in a Disclosure Letter be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties of the Sellers or covenants and agreements contained in this Agreement, items disclosed with respect to the Subject Companies in the forms, statements and reports of RCAP publicly available, filed with, or furnished (on a publicly available basis) to the SEC on or after January 1, 2014 and prior to the date of this Agreement shall be considered to be disclosed for purposes of the Seller Disclosure Letter (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception . No reference to, or disclosure for purposes of, any representation or warranty set forth in Article II). The disclosure of any item or matter in any Section of this Agreement or any Section of a Disclosure Letter shall not be construed as an admission, representation admission or indication that such item or other matter is “material” or would have a Material Adverse Effect material or that such item or other matter is required to be referred to or disclosed in this Agreement or in such Disclosure Letter. The Without limiting the foregoing, no reference to, or disclosure of any item or matter relating to any of, a possible breach or violation of any law contract or contract agreement, Applicable Law or Governmental Order shall not be construed as an admission or indication that any such a breach or violation exists or has actually occurred.

Appears in 1 contract

Sources: Merger Agreement (Lockheed Martin Corp)

Disclosure Letters. For purposes of the representations and warranties of the Sellers Company and Apollo each Investor in this Agreement, items disclosed in one section of a Disclosure Letter shall be considered to be made for purposes of all other sections of such Disclosure Letter to the extent that the relevance of any such disclosure to any other such section of such Disclosure Letter is reasonably apparent from the text of such disclosure. For purposes of the representations and warranties of the Sellers Company in this Agreement, items disclosed with respect to the Subject Companies in the forms, statements and reports of RCAP the Company’s publicly available, filed with, or furnished (on a publicly available basis) to the SEC on or after January 1, 2014 and prior to the date of this Agreement shall be considered to be disclosed for purposes of the Seller Company Disclosure Letter (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception to, or disclosure for purposes of, any representation or warranty set forth in Article II). The disclosure of any item or matter in any Disclosure Letter shall not be construed as an admission, representation or indication that such item or other matter is “material” or would have be Material to a Material Adverse Effect Reasonable Investor or that such item or other matter is required to be referred to or disclosed in such Disclosure Letter. The disclosure of any item or matter relating to any possible breach or violation of any law or contract shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Appears in 1 contract

Sources: Investment Agreement (RCS Capital Corp)