Sellers Disclosure Schedule. From time to time after the date hereof and not later than three Business Days (other than in a case in which an event occurs within such three Business Day period which could not have been anticipated, in which case written notice of such event must be provided to the Purchaser promptly after the Parent Entities, the Sellers or the Partnership become aware of it) prior to the Closing Date, each of the Parent Entities and the Sellers may amend or supplement the Sellers' Disclosure Schedule in writing in accordance with Section 10.02 with respect to any matter coming to its attention or arising which, if known by it or existing prior to the date of this Agreement would have been required to be set forth or described in the Sellers' Disclosure Schedule or which is necessary or desirable to complete or correct any information in the Sellers' Disclosure Schedule or in any representation or warranty of such Parent Entity or Seller which has been rendered inaccurate thereby. For purposes of determining the satisfaction of the Purchaser's condition to close as set forth in Section 7.02(a), the Sellers' Disclosure Schedule shall be deemed not to have been amended or supplemented from that attached hereto on the date hereof.
Sellers Disclosure Schedule. Section Description
Sellers Disclosure Schedule. To Buyer's knowledge, the information provided by Buyer to be included in Sellers Disclosure Schedule is true, correct, accurate and complete in all material respects. To Buyer's knowledge, all documents, instruments and agreements referenced in the information provided by Buyer to be included in Sellers Disclosure Schedule are true, correct, accurate and complete in all material respects and have not been amended, modified, altered or changed except as set forth in Sellers Disclosure Schedule. Buyer, immediately upon obtaining knowledge that any of the representations and warranties set forth in Article IV shall be false, untrue or inaccurate, shall provide written notice to Sellers of the facts or circumstances resulting in the representation or warranty being false, untrue or inaccurate.
Sellers Disclosure Schedule. The representations and warranties of Sellers set forth in this Agreement are made and given subject to the disclosures contained in the Sellers’ Disclosure Schedule. Inclusion of information in the Sellers’ Disclosure Schedule shall not be construed as an admission that such information is material to the business, operations or condition of the business of Sellers, the Purchased Assets or the Assumed Liabilities, taken in part or as a whole, or as an admission of Liability of any Seller to any third party. The specific disclosures set forth in the Sellers’ Disclosure Schedule have been organized to correspond to Section references in this Agreement to which the disclosure may be most likely to relate; provided, however, that any disclosure in the Sellers’ Disclosure Schedule shall apply to, and shall be deemed to be disclosed for, any other Section of this Agreement to the extent the relevance of such disclosure to such other Section is reasonably apparent on its face.
Sellers Disclosure Schedule. The Sellers Disclosure Schedule is qualified in its entirety by reference to specific provisions of this Agreement and is not intended to constitute, and shall not be construed as constituting, representations, warranties and covenants of Sellers, except as and to the extent expressly provided in this Agreement. Each section or subsection referenced in the Sellers Disclosure Schedule corresponds to the section or subsection set forth in this Agreement; provided, however, that any matter set forth in any section or subsection of the Sellers Disclosure Schedule shall be deemed to be referred to and incorporated in all other sections or subsections of the Sellers Disclosure Schedule to which the relevance of such matter is reasonably apparent on its face to inform Buyer that such information is relevant to such other section or subsection. The inclusion of any information or reference in the Sellers Disclosure Schedule shall not be deemed to be an admission, acknowledgment or representation, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in a Material Adverse Effect, is outside the Ordinary Course of Business or defines further the meaning of such terms for purposes of this Agreement. Nothing in this Agreement or in the Sellers Disclosure Schedule constitutes an admission (i) to any third party of any liability or obligation of Sellers to any third-party or
Sellers Disclosure Schedule. To Sellers' Knowledge, the information provided by Sellers to be included in Sellers Disclosure Schedule is true, correct, accurate and complete in all material respects. To Sellers' Knowledge, all documents, instruments and agreements referenced in the information provided by Sellers to be included in Sellers Disclosure Schedule are true, correct, accurate and complete in all material respects and have not been amended, modified, altered or changed except as set forth in Sellers Disclosure Schedule. Sellers, immediately upon obtaining Knowledge that any of the representations and warranties set forth in this Article III shall be false, untrue or inaccurate, shall provide written notice to Buyer of the facts or circumstances resulting in the representation or warranty being false, untrue or inaccurate. If any of the representations or warranties set forth in this Article III shall be false, untrue or inaccurate, then, prior to Closing, Buyer's sole rights shall be as set forth in Articles VII and VIII of this Agreement. The representations or warranties contained in this Article III shall survive the Closing for the Assets that are the subject of each Closing for a period of 12 months from the Closing. All claims for any false, untrue or inaccurate representation or warranty shall be made, in writing, prior to 11:59 p.m., San Francisco time, on the first anniversary of the Closing Date for such Assets. All claims
Sellers Disclosure Schedule. The Sellers have set forth information on the Sellers Disclosure Schedule in a Section thereof that corresponds to the numbered Section (or subpart thereof) of Article 3 of this Agreement to which it relates. A matter corresponding to one section of Article 3 of this Agreement and set forth in the Sellers Disclosure Schedule need not be set forth in any other Section of the Sellers Disclosure Schedule related to Article 3 of this Agreement so long as its relevance to such other Section of the Sellers Disclosure Schedule related to Article 3 of this Agreement or Section of Article 3 of this Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made. The parties acknowledge and agree that (%4) the Sellers Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer and (%4) the disclosure by the Sellers of any matter in the Sellers Disclosure Schedule shall not be deemed to constitute an acknowledgment by the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or outside the ordinary course of business.
Sellers Disclosure Schedule. To Sellers' Knowledge, the information provided by Sellers to be included in Sellers Disclosure Schedule is true, correct, accurate and complete in all material respects. To Sellers' Knowledge, all documents, instruments and agreements referenced in the information provided by Sellers to be included in Sellers Disclosure Schedule are true, correct, accurate and complete in all material respects and have not been amended, modified, altered or changed except as set forth in Sellers Disclosure Schedule. Sellers, immediately upon obtaining Knowledge that any of the representations and warranties set forth in this ARTICLE III shall be false, untrue or inaccurate, shall provide written notice to Buyer of the facts or circumstances resulting in the representation or warranty being false, untrue or inaccurate. If any of the representations or warranties set forth in this ARTICLE III shall be false, untrue or inaccurate, then, prior to Closing, Buyer's sole rights shall be as set forth in ARTICLES VII AND VIII of this Agreement. The representations or warranties contained in this ARTICLE III shall survive the Closing for the Assets that are the subject of each Closing for a period of 12 months from the Closing. All claims for any false, untrue or inaccurate representation or warranty shall be made, in writing, prior to 11:59 p.m., San Francisco time, on the first anniversary of the Closing Date for such Assets. All claims made, in writing, within such 12-month period shall survive the expiration of such 12-month period until resolved. Any recovery by Buyer with respect to such claims is expressly subject to the Liability Cap as defined in PARAGRAPH 8.5 of this Agreement.
Sellers Disclosure Schedule. The Sellers shall have provided Buyer full and complete and final copies of the Sellers' Disclosure Schedule which shall reflect no material adverse changes in the Company's business or financial condition from the date of this Agreement.
Sellers Disclosure Schedule. (a) The disclosures in the Sellers' Disclosure Schedule, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement, unless it is obvious, from the disclosure, in light of the circumstances under which such disclosure is made, that other representations and warranties are affected thereby.
