Common use of Seller Disclosure Schedules Clause in Contracts

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 These disclosure schedules are delivered to you pursuant to the Membership Interest and Stock Purchase Agreement, dated March 31, 2008 (the "Agreement"), by and among KeySpan Corporation, a New York corporation (the "Seller"), KeySpan Energy Corporation (solely for purposes of Sections 2.1, 4.5, 5.1, 5.2, 5.3, 5.6, 7.1, 7.8, 7.13, 7.17 and Article XI thereof), a New York corporation, and TransCanada Facility USA, Inc., a Delaware corporation (the "Buyer"), and constitutes the "Seller Disclosure Schedules, all capitalized terms used therein shall have " as defined in the meanings assigned to them in this Agreement. Matters reflected Nothing in the these 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 broaden the scope of any representation or warranty, warranty contained in this the Agreement or to independently constitute any representation, warranty or covenant. In particular, although these Seller Disclosure Schedules may contain supplementary information not specifically required under the Agreement, such supplementary information (i) is provided for general information purposes for the parties to the Agreement, (ii) is not separately represented or warranted herein or in the Agreement and (iii) does not necessarily include other matters of a similar informational nature. Inclusion of any item in these Seller Disclosure Schedules (i) does not represent a determination that such item is material (or constitutes a "Material Adverse Effect") or establish a standard of materiality, (ii) does not represent a determination that such item is required to be disclosed pursuant to the Agreement, (iii) does not represent a determination that such item did not arise in the ordinary course of business, and (iv) shall not constitute, or be deemed to constitute a representation be, an admission to any third party concerning such item or warrantyan admission of default or breach under any agreement or document. Disclosures included herein shall be considered to be made for purposes of other sections of these Seller Disclosure Schedules to the extent that the relevance of any such disclosure to any other sections of the Seller Disclosure Schedules is reasonably apparent from the text of such disclosure. The inclusion of any cross-references to any section of these Seller Disclosure Schedules, or the failure to include such cross-references, shall not be deemed to mean that the relevance of any disclosure is not reasonably apparent for the purposes of the immediately preceding sentence. The information contained herein is provided solely for purposes of making disclosures to the Buyer under the Agreement. In disclosing this information, the disclosing party does not 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 disclosed or discussed herein. Any information contained herein shall be subject to the terms of the Confidentiality Agreement until the Closing. Appendices and exhibits attached hereto and referenced herein form an integral part of the sections of these Seller Disclosure Schedules into which they are incorporated by reference or attached for all purposes as if fully set forth in such section. Unless otherwise noted herein, any capitalized term used in these Seller Disclosure Schedules shall have the same meaning assigned to such term in the Agreement. Any introductory language or headings contained in these Seller Disclosure Schedules are for convenience of reference only and shall not affect the interpretation of these Seller Disclosure Schedules or the Agreement.

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 Any reference to a section or subsection in the Seller Disclosure Schedules are not necessarily limited refers to matters required by that section or subsection of this Agreement, unless the context requires otherwise; provided, however, a particular matter disclosed in any section or subsection of the Seller Disclosure Schedules that a reasonable buyer would infer, based on the location and express content of such disclosure, qualifies another section or subsection of this Agreement shall also be deemed to be disclosedqualify such other section or subsection of this Agreement. No disclosure made The information set forth in the Seller Disclosure Schedules shall constitute an admission specifically refers to the section or determination that any fact or matter so disclosed is material, meets a dollar or other threshold set forth in subsection of 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 which 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 and information is responsive and each such Seller Disclosure Schedule and information shall be deemed to be have been disclosed with respect to the applicable section or subsection of this Agreement and incorporated into any other Seller Disclosure Schedule to sections or subsections of this Agreement for which the extent that the information same 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 materialsfairly disclosed. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any LEGAL_US_E # 161486834.17 agreement agreement, law or Law regulation 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 The Schedules attached hereto are qualified in their entirety incorporated herein by such Contracts or other documents themselvesreference. The matters reflected in Schedules hereto shall not vary, change, alter or expand the Seller Disclosure Schedules are solely intended to qualify scope of the literal meaning of the representations and warranties of the Sellers contained in this Agreement Agreement, other than creating exceptions that are responsive to the language of the warranties and nothing representations contained in the Seller Disclosure Schedules Section to which each Schedule or exception specifically refers. The parties acknowledge and agree that the mere listing (or inclusion of a copy) of a document or other item shall in any event expand the scope of any representation or warranty, contained in this Agreement or constitute or not be deemed adequate to constitute disclose an exception to a representation or warrantywarranty made in this Agreement, unless the representation or warranty has to do with the existence of the document or other item itself, or if the relevance of such listing or copy to the representation or warranty is reasonably apparent.

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 The section and subsection references in the Seller Disclosure Schedules shall constitute an admission update, modify, amend and supplement the corresponding section or determination that any fact or matter so disclosed is material, meets a dollar or other threshold set forth in subsection of this Agreement to which the disclosure relates and any other section or would otherwise be required subsection of this Agreement (other than Section 1 hereof) to which it is reasonably apparent that such disclosure relates. At any time prior to the Closing, the Seller may update, modify, amend and supplement the Seller Disclosure Schedules subject to the prior written consent (not to be disclosed, and no Person shall use the fact unreasonably withheld) of the setting of a threshold or the inclusion of Purchaser with any additional information necessary to make such facts or matters disclosures accurate and complete in any dispute or controversy as all material respects; provided that such updated disclosures shall be deemed to whether any obligationupdate, amountmodify, fact or matter is or is not materialamend and supplement all representations, is or is not in excess of a dollar or warranties, covenants and other threshold or would otherwise be required provisions to be disclosedwhich such disclosures relate for all purposes hereunder, including for purposes of Section 9.1 of this Agreement. Information disclosed in At any time within fourteen (14) days after the Agreement Date, the Purchaser may request specific changes to or modifications of the Seller Disclosure Schedule will Schedules by giving a written request to the Seller, in which case the Seller shall have a right to consent in writing to such changes or modification which consent shall not be deemed to be disclosed unreasonably withheld. If the Seller so consents, it shall update and incorporated into any other modify the 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 Schedules as necessary. The inclusion of any additional materials. No disclosure information in the Seller Disclosure Schedules relating or other documents made available or delivered by the Seller pursuant to any possible breach or violation of any LEGAL_US_E # 161486834.17 agreement or Law this Agreement shall be construed as not be deemed to be an admission or indication that evidence of the materiality of such item, nor shall it establish a standard of materiality for 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 warrantypurpose whatsoever.

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, 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, 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 qualify any other Seller Disclosure Schedule representation, warranty, covenant or agreement in this Agreement to the extent that the relevance or applicability of the information is disclosed with to any such specificity that its applicability to such other Seller Disclosure Schedule representation, warranty, covenant or agreement is reasonably apparent on its face, notwithstanding the face absence of a reference or cross-reference to such representation, warranty, covenant or agreement on any such Seller Disclosure Schedule or the disclosure without review absence of any additional materialsa reference or cross-reference to such Seller Disclosure Schedule in such representation, warranty, covenant or agreement. 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 used therein shall have the meanings assigned to them in this Agreement. Matters reflected Any reference to a section or subsection in the Seller Disclosure Schedules are not necessarily limited refers to matters required by that section or subsection of this Agreement, unless the context requires otherwise; provided, however, a particular matter disclosed in any section or subsection of the Seller Disclosure Schedules that a reasonable buyer would infer, based on the location and express content of such disclosure, qualifies another section or subsection of this Agreement shall also be deemed to be disclosedqualify such other section or subsection of this Agreement. No disclosure made The information set forth in the Seller Disclosure Schedules shall constitute an admission specifically refers to the section or determination that any fact or matter so disclosed is material, meets a dollar or other threshold set forth in subsection of 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 which 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 and information is responsive and each such Seller Disclosure Schedule and information shall be deemed to be have been disclosed with respect to the applicable section or subsection of this Agreement and incorporated into any other Seller Disclosure Schedule to sections or subsections of this Agreement for which the extent that the information same 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 materialsfairly disclosed. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any LEGAL_US_E # 161486834.17 agreement agreement, law or Law regulation 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 The Seller Disclosure Schedules attached hereto are qualified in their entirety incorporated herein by such Contracts or other documents themselvesreference. The matters reflected in the Seller Disclosure Schedules are solely intended to qualify hereto shall not vary, change, alter or expand the scope of the literal meaning of the representations and warranties of the Seller contained in this Agreement Agreement, other than creating exceptions that are responsive to the language of the warranties and nothing representations contained in the Section to which each Seller Disclosure Schedules Schedule or exception specifically refers. The parties acknowledge and agree that the mere listing (or inclusion of a copy) of a document or other item shall in any event expand the scope of any representation or warranty, contained in this Agreement or constitute or not be deemed adequate to constitute disclose an exception to a representation or warrantywarranty made in this Agreement, unless the representation or warranty has to do with the existence of the document or other item itself, or if the relevance of such listing or copy to the representation or warranty is reasonably apparent.

Seller Disclosure Schedules. Except The Seller Disclosure Schedules attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any capitalized terms used in the Seller Disclosure Schedules but not otherwise provided defined therein shall be defined as set forth in this Agreement. Where only brief particulars of a matter are set out or referred to in the Seller Disclosure Schedules, all capitalized terms used therein shall have or a reference is made only to a particular disclosed document or part of a disclosed document, full particulars of the meanings assigned matter and the full contents of the document are deemed to them in this Agreementbe disclosed so long as such documents were made available to the Buyer at least three (3) Business Days prior to the Agreement Date. Matters reflected Certain information set forth in the Seller Disclosure Schedules are has been included and disclosed solely for informational purposes and may not necessarily limited to matters be required by this Agreement to be discloseddisclosed pursuant to the terms and conditions of this Agreement. No The disclosure made in of any information on the Seller Disclosure Schedules shall not be deemed to constitute an admission acknowledgement or determination agreement that any fact or matter so the information is required to be disclosed is material, meets a dollar or other threshold set forth in connection with the representations and warranties made in this Agreement or would that the information is material, nor shall any information so included and disclosed be deemed to establish a standard of materiality or otherwise be required used 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 determine whether any obligation, amount, fact other information is material or matter any other disclosure 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, required. The Seller Disclosure Schedules have been arranged for purposes of convenience in separately titled Schedules corresponding to the Sections of this Agreement. Information ; however, each Schedule of the Seller Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other Schedule of the Seller Disclosure Schedule will be deemed to be disclosed and incorporated into any other Seller Disclosure Schedule Schedules to the extent that the information is disclosed with such specificity that its applicability to such other Seller Disclosure Schedule it is reasonably apparent on the face of such disclosure that it also qualifies or applies to the disclosure without review of any additional materials. No disclosure in the Seller Disclosure Schedules relating Sections corresponding 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 warrantySchedules.