Seller Disclosure Schedules. Except as otherwise provided in the Seller Disclosure Schedules, all capitalized terms used therein shall have the meanings assigned to them in this Agreement. Matters reflected in the Seller Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. No disclosure made in the Seller Disclosure Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed, and no Person shall use the fact of the setting of a threshold or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material, is or is not in excess of a dollar or other threshold or would otherwise be required to be disclosed, for purposes of this Agreement. Information disclosed in any Seller Disclosure Schedule will be deemed to be disclosed and incorporated into any other Seller Disclosure Schedule to the extent that the information is disclosed with such specificity that its applicability to such other Seller Disclosure Schedule is reasonably apparent on the face of the disclosure without review of any additional materials. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any LEGAL_US_E # 161486834.17 agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Summaries or descriptions of Contracts or other documents contained in the Seller Disclosure Schedules are qualified in their entirety by such Contracts or other documents themselves. The matters reflected in the Seller Disclosure Schedules are solely intended to qualify the representations and warranties contained in this Agreement and nothing contained in the Seller Disclosure Schedules shall in any event expand the scope of any representation or warranty, contained in this Agreement or constitute or be deemed to constitute a representation or warranty.
Seller Disclosure Schedules. Except as otherwise provided in the Seller Disclosure Schedules, all capitalized terms therein shall have the meanings assigned to them in this Agreement. Matters reflected in the Seller Disclosure Schedules are not necessarily limited to matters required by this Agreement to be disclosed. No disclosure made in the Seller Disclosure Schedules shall constitute an admission or determination that any fact or matter so disclosed is material, has had or could reasonably be expected to have a Material Adverse Effect, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed. Information disclosed in any Section of the Seller Disclosure Schedule will qualify any representation or warranty in this Agreement to the extent that the relevance or applicability of the information disclosed with respect to any such representation or warranty, notwithstanding the absence of a reference or cross-reference to such other representation or warranty on any such Seller Disclosure Schedule or the absence of a reference or cross-reference to such Seller Disclosure Schedule in such representation or warranty, to other Section(s) is reasonably apparent on the face of such disclosure. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.
Seller Disclosure Schedules. Seller has set forth information on the Seller Disclosure Schedules in Schedules thereof that correspond to the Sections of this Agreement to which they relate. A matter set forth in one Section of the Seller Disclosure Schedules need not be set forth in any other Section so long as its relevance to such other Section of the Seller Disclosure Schedules or to another section of this Agreement is reasonably apparent on the face of the information disclosed therein. The parties acknowledge and agree that the Seller Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of Buyer and the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material.
Seller Disclosure Schedules. Section A(1) – Assumed Liabilities Section A(2) – Excluded Assets Section A(3) – Key Customers Section A(4) – Key Suppliers Section A(5)(xii) – Retained Liabilities Section A(6)(v) –Patents Section A(7)(v) – Marks Section A(8)(v) – Know How Section A(9)(xiv) – IT Assets Section A(10)(ii)(xi) – Rolling Mill Assets Section A(11) – Settling Pond Section A(12) – Chrome Sludge Landfill Section A(13) – Retained SWMU Liabilities Section A(14) – Draft NPDES Agreed Order Section A(15) – Assumed SWMU Liabilities Section 3.3 – Capitalization Section 3.4 – Governmental Filings Section 3.5 – No Conflict or Violation Section 3.6 – Financial Statements Section 3.7 – Undisclosed Liabilities Section 3.8 – Absence of Certain Changes Section 3.9 – Legal Proceedings Section 3.10(a) – Real Property Section 3.11 – Taxes Section 3.12(a) – Material Contracts Section 3.12(b) – Enforceability of Material Contracts Section 3.13(a) – Compliance With Laws Section 3.13(b) – Permits Section 3.14(a) – Unions Section 3.14(b) – Business Employees Section 3.14(d) – Immigration Status of Business Employees Section 3.14(e) – Compliance With WARN Act Section 3.15(a) – Employee Benefit Plans Section 3.15(c) – Payments under the Company Plan Section 3.15 – Deferred Benefits Section 3.16 –Intellectual Property Section 3.17 – Environmental Matters Section 3.18(c) – Title; Assets
Seller Disclosure Schedules. The Seller Disclosure Schedules shall be arranged in separate parts corresponding to the numbered and lettered sections in Article 4 hereof. The information disclosed in any schedule of the Seller Disclosure Schedules shall be deemed to be a representation of Seller as if set forth in Article 4 hereof. Disclosure of any matter in the Seller Disclosure Schedule shall not constitute an admission or raise any inference that such matter constitutes a violation of Law or an admission of liability or facts supporting liability.
Seller Disclosure Schedules. 57 10.11 Captions.................................................................................................................................... 57 10.12 Remedies................................................................................................................................ 57 10.13 Severability.............................................................................................................................. 58 10.14 Interpretation............................................................................................................................ 58
Seller Disclosure Schedules. For the purposes of the Seller Disclosure Schedules, any information, item or other disclosure set forth in any part of the Seller Disclosure Schedules shall be deemed to have been set forth in all other applicable parts of the Seller Disclosure Schedules, as applicable, and disclosed not only in connection with the representation and warranty specifically referenced on a given part of the Seller Disclosure Schedules, as applicable, but for all purposes relating to the representations and warranties set forth in Article III of this Agreement, and shall be deemed to be disclosed and incorporated by reference in any such other part of the Seller Disclosure Schedules, as applicable, as though fully set forth in such part of the Seller Disclosure Schedules, as applicable, for which applicability of such information and disclosure is reasonably apparent on its face, and for the avoidance of doubt, without reading the contents of the documents referred to in order to determine such relevance.
Seller Disclosure Schedules. Section 3.03 Company Required Consents Section 3.05 Capitalization of the Company Section 3.07 Financial Statements Section 3.08 Certain Changes Section 3.09 Property and Equipment Section 3.10 Litigation Section 3.11 Material Contracts Section 3.12 Permits Section 3.14 Intellectual Property Section 3.16 Employees Section 3.17 Distributors, Customers and Partners Section 3.19 Intercompany Arrangements Section 6.01 Directors Section 10.02 ERISA Disclosure Section 10.04 UK Employees' Vacation Section 10.05 German Employees' Vacation Section 11.01 Tax; Allocation of Consideration Buyer Disclosure Schedules:
Seller Disclosure Schedules. These Seller Disclosure Schedules are being delivered by Retailco Acquisition Co, LLC (“Seller”) pursuant to the terms and provisions of that certain Membership Interest Purchase Agreement (the “MIPA”), dated as of May 12, 2015, by and among Seller and Spark HoldCo, LLC (“Buyer”). Capitalized terms not otherwise defined in these Disclosure Schedules shall have the same meanings ascribed thereto in the MIPA.
Seller Disclosure Schedules. On or prior to the date hereof, the Sellers have delivered to the Trident Investors a schedule (the “Seller Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations and warranties contained in Article III or to one or more of the covenants contained in Article V; provided, that the mere inclusion of an item in the Seller Disclosure Schedule as an exception to a representation, warranty or covenant shall not be deemed an admission by the Sellers that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect with respect to the Sellers; provided, further, that a disclosure in any section of the Seller Disclosure Schedule shall be deemed to be a disclosure for all other sections of the Seller Disclosure Schedule in respect of which it is reasonably evident on its face that such disclosure is applicable.
