Common use of Seller Disclosure Letter Clause in Contracts

Seller Disclosure Letter. (i) The disclosures in the Seller Disclosure Letter are to be taken as relating to the representations and warranties of the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that the Seller Disclosure Letter is 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 Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference to the Seller Disclosure Letter. The inclusion of information in the Seller Disclosure Letter shall not be construed as or constitute an admission or agreement that such information is material to any member of the Paper Group or its Subsidiaries. In addition, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller 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 Seller 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 party 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 Seller 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 Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Aldabra 2 Acquisition Corp.), Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)

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Seller Disclosure Letter. (i) The disclosures For the purposes of the Seller’s Disclosure Letter, any information, item or other disclosure set forth in any part of the Seller Disclosure Letter are shall be deemed to be taken as have been set forth in all other applicable parts of the Disclosure Letter and disclosed not only in connection with the representation and warranty specifically referenced on a given part of the Disclosure Letter, but for all purposes relating to the representations and warranties set forth in Article IV of this Agreement, and shall be deemed to be disclosed and incorporated by reference in any other part of the Paper Group Disclosure Letter as though fully set forth in such part of the Disclosure Letter for which applicability of such information and their respective Subsidiaries as a wholedisclosure is relevant, notwithstanding the fact however, provided, that the Seller relevance of such disclosure to such other parts of the Disclosure Letter is arranged by sections corresponding to reasonably apparent from the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section terms of the Seller disclosure in either the part of the Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference to where such disclosure appears or such other part(s) of the Seller Disclosure Letter. The inclusion Inclusion of information in any part of the Seller Disclosure Letter shall not be construed as or constitute an admission or agreement that such information is material to the business, properties, financial condition or results of operations of any member of Company Group Entity or the Paper Company Group or its Subsidiariesas a whole. In addition, matters Matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected therein, and the inclusion of such matters shall not be deemed an admission that such matters were required to be reflected in the Seller 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 The mere listing of any dollar amount in any representation, warranty a contract or covenant contained in this Agreement nor the inclusion of any specific item agreement in the Seller Disclosure Letter is intended will not be sufficient to imply that disclose an exception to a representation or warranty unless the representation or warranty only pertains to the existence of such amount, contract or higher or lower amounts, or the item so included or other items, are or are not material, and no party 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 Seller 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 Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreementagreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Houston Wire & Cable CO)

Seller Disclosure Letter. (i) The disclosures Any information disclosed in the Seller Disclosure Letter are to be taken as relating to the representations and warranties of the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that the Seller Disclosure Letter is 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 Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference any Schedule to the Seller Disclosure Letter. The inclusion of information , in order to be effective with respect to a particular section or subsection, will specify the Seller Disclosure Letter shall not be construed as section or constitute an admission or agreement that subsection to which such information is material applies or the applicability to any member of the Paper Group such section or subsection will be reasonably apparent on its Subsidiaries. In addition, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar natureface. Neither the specifications specification of any dollar Dollar amount or any item or matter in any representation, warranty or covenant contained in provision of this Agreement nor the inclusion of any specific item or matter in any Schedule to the Seller Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the item or matter so included specified or included, or other itemsitems or matters, are or are not material, and no party shall Party may use the fact of the setting forth specification of any such amount or the specification or inclusion of any such item or matter in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein specified in this Agreement or included in any Schedule to the Seller Disclosure Letter is or is not material for purposes of this Agreement. FurtherIn addition, neither the specification of any item or matter in any representation, warranty or covenant contained in provision of this Agreement nor the inclusion of any specific item or matter in any Schedule to the Seller 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 businessbusiness or in a manner consistent with past practice, and no party shall Party may use the fact of setting forth the specification or the inclusion of any such items item or matter in any dispute or controversy between the parties Parties as to whether any obligation, item or matter not described herein specified in this Agreement or included in any Schedule to the Seller Disclosure Letter is or is not in the ordinary course of business or in a manner consistent with past practice for purposes of this Agreement. In no event will the listing of any item or matter in any Schedule to the Seller Disclosure Letter be deemed or interpreted to broaden or otherwise amplify the representations, warranties, covenants, or agreements contained in this Agreement. Summaries or descriptions of Contracts or other documents contained in the Schedules to the Seller Disclosure Letter are qualified in their entirety by the Contracts or documents themselves. Sellers may, from time to time prior to or at the Closing, by notice given to Buyer in accordance with this Agreement, supplement, amend, or add any Schedule to the Seller Disclosure Letter in order to add information relating to matters arising after the date of this Agreement. No such supplemental, amended, or additional Schedule to the Seller Disclosure Letter will be deemed to cure any breach for purposes of Section 8.3. If, however, the Closing occurs, any such supplement, amendment, or addition will be effective to cure and correct for all purposes any breach of or inaccuracy in any representation or warranty that would have existed if Sellers had not made such supplement, amendment, or addition, and all references to the Seller Disclosure Letter or any Schedule to the Seller Disclosure Letter will for all purposes after the Closing be deemed to be a reference to the Seller Disclosure Letter or such Schedule to the Seller Disclosure Letter as so supplemented, amended, or added as provided in this Section 11.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amneal Pharmaceuticals, Inc.)

Seller Disclosure Letter. (i) The disclosures Disclosure in the Seller Disclosure Letter are to be taken as relating to the representations and warranties of the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that the Seller Disclosure Letter is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific any section of the Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference shall apply only to the Seller Disclosure Letterindicated Section of this Agreement, except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement. The inclusion of information in the Seller Disclosure Letter shall not be construed as or constitute an admission or agreement that such information is material to any member of the Paper Group Company or its the Subsidiaries. In addition, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller 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 Seller 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 party shall use the fact not be construed as an admission of the setting forth of liability or responsibility under any such amount Law 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 Seller Disclosure Letter is or is not material for purposes of this Agreementcontroversy. 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 Seller 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 businessbusiness (except where expressly stated in the relevant representation, warranty or covenant), and no party shall use the fact not be construed as an admission of setting forth liability or the inclusion of responsibility under any such items Law 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreementcontroversy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cardinal Health Inc)

Seller Disclosure Letter. (i) The disclosures in each section of the Seller Disclosure Letter are to be taken as relating to the representations and warranties of Seller set forth in the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that the Seller Disclosure Letter is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference and, solely to a specific the extent that it is readily apparent on the face of the disclosure that such item would relate to the representations and warranties in question and the matters covered thereby, in each other section of the Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference to the Seller Disclosure Letterthis Agreement. The inclusion of information in the Seller Disclosure Letter shall not be construed as or constitute an admission or agreement that such information is material to any member of the Paper Group Seller or its Subsidiaries. In addition, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller 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 Seller 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 party 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 Seller 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 Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.. Prior to the Closing, Seller shall have the right from time to time to supplement, modify or update the Seller Disclosure Letter with respect to representations and warranties of Seller made herein to reflect events occurring following the date of this Agreement and prior to the date of such written notice. Any such supplements, modifications and updates shall not be taken into account in determining whether the condition set forth in Section 2B(i) is satisfied, but Seller shall not be deemed to be in breach of any representation or warranty hereunder with respect to the information disclosed in accordance with the immediately foregoing sentence in any such supplement, modification or update. From and after the Closing, references to the Seller Disclosure Letter shall be references to the Seller Disclosure Letter as so supplemented, modified and/or updated in accordance with this Section 9H.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ziff Davis Holdings Inc)

Seller Disclosure Letter. (i) The disclosures in the Seller Disclosure Letter are to be taken as relating to the representations and warranties of the Paper Group and their respective Subsidiaries as has been arranged in a whole, notwithstanding the fact manner that the Seller Disclosure Letter is arranged by sections corresponding corresponds to the sections in and subsections of this Agreement or Agreement; provided that a particular section of this Agreement makes reference to a specific disclosure made in any section of the Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference shall be deemed to be disclosed in any other section of the Seller Disclosure LetterLetter to the extent that the relevance of such additional disclosure is reasonably apparent. The inclusion of any information (including dollar amounts) in the Seller Disclosure Letter shall not be construed as or constitute deemed to be an admission or agreement acknowledgment by the Seller Parties that such information is required to be listed in such section of the Seller Disclosure Letter or is material to or outside the ordinary course of business of any member of the Paper Group or its SubsidiariesPerson. In addition, matters reflected The mere listing in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller 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, document or other item shall not be deemed adequate to disclose an exception to a representation or warranty or covenant contained made in this Agreement nor (unless the inclusion representation or warranty has to do with the existence of any specific the document or other item itself or the mere listing of the document or item in the Seller Disclosure Letter otherwise clearly informs Buyer of an exception to the representation or warranty). The information contained in this Agreement and the Seller 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 materialdisclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by the Seller Parties to any third party shall use the fact of the setting forth of any such amount or the inclusion matter whatsoever (including any violation of any such item in any dispute Applicable Legal Requirement or controversy between breach of contract). Unless the parties as to whether any obligationcontext otherwise requires, item or matter not described herein or included all capitalized terms used in the Seller Disclosure Letter is or is not material for purposes of this Agreement. Further, neither shall have the specification of any item or matter respective meanings assigned in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Piper Jaffray Companies)

Seller Disclosure Letter. Any disclosure in any section of the Seller Disclosure Letter of any Contract, Liability, default, breach, violation, limitation, impediment or other matter, although the provision for such disclosure may require such disclosure only if such Contract, Liability, default, breach, violation, limitation, impediment or other matter be “material,” will not be construed against Seller, as an assertion by Seller, that any such Contract, Liability, default, breach, violation, limitation, impediment or other matter is, in fact, material. No reference to or disclosure of any item or other matter in the Seller Disclosure Letter will be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Seller Disclosure Letter. Any disclosure in any section of the Seller Disclosure Letter will be deemed to be fully disclosed regardless of whether it could have been listed in another section of the Seller Disclosure Letter. Any disclosure by Seller in any section of the Seller Disclosure Letter will be deemed to be fully disclosed with respect to all other sections of the Seller Disclosure Letter, to the extent that the relevance to the disclosure required by or provided in another section of the Seller Disclosure Letter is reasonably apparent. The Seller Disclosure Letter is qualified in its entirety by reference to specific provisions of this Agreement and is not intended to constitute, and will not be construed as constituting, any representations or warranties of Seller except as and to the extent provided in this Agreement, subject to the limitations and conditions provided for in this Agreement. The Seller Disclosure Letter may include items or information which Seller is not required to disclose under this Agreement; disclosure of such items or information will not affect (idirectly or indirectly) the interpretation of this Agreement or the scope of any disclosure obligation under this Agreement. The disclosures attachments to the Seller Disclosure Letter form an integral part of the Seller Disclosure Letter and are incorporated by reference for all purposes as if set forth fully therein. The headings contained in the Seller Disclosure Letter are to be taken as relating to for convenience of reference purposes only and will not affect in any way the representations and warranties meaning or interpretation of this Agreement or the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that Seller Disclosure Letter. No disclosure in the Seller Disclosure Letter is arranged by sections corresponding relating to the sections any possible breach or violation of any Contract or applicable Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. The exceptions, modifications, descriptions and disclosures in this Agreement or that a particular section of this Agreement makes reference to a specific any section of the Seller Disclosure Letter are made for all relevant purposes of this Agreement and notwithstanding that a particular representation are exceptions by members of the Seller Group to all representations and warranty may not make a reference warranties set forth in this Agreement or in any instrument delivered pursuant to this Agreement to the extent applicable thereto. From time to time prior to the Closing, Seller Disclosure Letter. The inclusion of information in shall have the right (but not the obligation) to supplement or amend the Seller Disclosure Letter shall not be construed as or constitute an admission or agreement that such information is material with respect to any member matter hereafter arising, which, if existing or occurring at the date of the Paper Group or its Subsidiaries. In additionthis Agreement, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters would have been required by this Agreement to be reflected set forth or described in the Seller 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 Any such supplement shall be deemed to have cured any inaccuracy in or breach 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 Seller 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 party 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 Seller Disclosure Letter is or is not material for purposes of this Agreement. Furthersatisfying the Closing conditions set forth in Section 8.1(a) and for purposes of ARTICLE XI, neither the specification but shall otherwise not be deemed to have cured any inaccuracy in or breach of any item representation or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of the indemnification rights contained in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biodesix Inc)

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Seller Disclosure Letter. (i) The disclosures disclosure of any item in any Section or subsection of the Seller Disclosure Letter are shall only be deemed disclosure with respect to be taken as relating any other representation, warranty or covenant to the representations and warranties extent that the relevance of such disclosure to such other section or subsection is reasonably apparent from the Paper Group and their respective Subsidiaries as a wholeface of such disclosure. The parties agree to the foregoing sentence, notwithstanding the fact that the Seller Disclosure Letter is arranged by sections corresponding to the sections in this Agreement or that a particular section Section of this Agreement makes reference to a specific section Section of the Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference to the Seller Disclosure Letter. The inclusion of information in the Seller Disclosure Letter shall not be construed as, and shall not 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 any member of the Paper Group or its Subsidiaries. In addition, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller Disclosure LetterCompany Entities. 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 Seller 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 party 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 Seller 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 Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Appears in 1 contract

Samples: Capital Financing Agreement (CDW Corp)

Seller Disclosure Letter. (i) The disclosures in the Seller Disclosure Letter are to be taken as relating to the representations and warranties of the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that the Seller Disclosure Letter is arranged by sections corresponding to the sections in this Agreement Any matter disclosed on any section or that a particular section of this Agreement makes reference to a specific section subsection of the Seller Disclosure Letter and notwithstanding that a particular representation and warranty may not make a reference will be deemed to be disclosed on any other section or subsection of the Seller Disclosure LetterLetter only to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section or subsection. The inclusion of information in the Seller Disclosure Letter shall not be construed as, and shall not 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 any member of the Paper Group or its SubsidiariesCompany Entities. In addition, matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller 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 Seller 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 party 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 Seller 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 Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)

Seller Disclosure Letter. The Seller Disclosure Letter has been arranged, for purposes of convenience only, as separate schedules corresponding to sections and subsections of this Agreement. The representations and warranties contained in Article III and Article IV are subject to (i) The the exceptions and disclosures set forth in the part of the Seller Disclosure Letter are to be taken as relating corresponding to the representations particular section or subsection of Article III or Article IV in which such representation and warranties warranty appears, (ii) any exceptions or disclosures explicitly cross-referenced in such part of the Paper Group and their respective Subsidiaries as a whole, notwithstanding the fact that the Seller Disclosure Letter is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section another part of the Seller Disclosure Letter and notwithstanding (iii) any exception or disclosure set forth in any other part of the Seller Disclosure Letter to the extent it is reasonably apparent that a particular such exception or disclosure is intended to qualify such representation and warranty may not make a warranty. No reference to or disclosure of any item or other matter in the Seller Disclosure Letter 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 in the Seller Disclosure Letter. The inclusion of information set forth in the Seller Disclosure Letter is disclosed solely for the purposes of this Agreement, and no information set forth therein shall not be construed as or constitute deemed to be an admission or agreement that such information is material by any Party hereto to any member third party of any matter whatsoever, including of any violation of applicable Law or breach of any agreement. The Seller Disclosure Letter and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Paper Group Seller and the Company contained in this Agreement. Nothing in the Seller Disclosure Letter is intended to broaden the scope of any representation or its Subsidiarieswarranty contained in this Agreement or create any covenant. In addition, matters Matters reflected in the Seller Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Seller 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 Seller 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 party 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 Seller 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 Seller 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, and no party 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 Seller Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

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