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. Any reference to a section or subsection in the Seller Disclosure Schedules refers to 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 qualify such other section or subsection of this Agreement. The information set forth in the Seller Disclosure Schedules specifically refers to the section or subsection of this Agreement to which such Seller Disclosure Schedule and information is responsive and each such Seller Disclosure Schedule and information shall be deemed to have been disclosed with respect to the applicable section or subsection of this Agreement and any other sections or subsections of this Agreement for which the same is fairly disclosed. No disclosure in the Seller Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Seller Disclosure Schedules attached hereto are incorporated herein by reference. The Seller Disclosure Schedules 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, other than creating exceptions that are responsive to the language of the warranties and representations contained in the Section to which each Seller Disclosure 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 not be adequate to disclose an exception to a representation or warranty 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 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. The disclosure schedule attached hereto shall be the Seller Disclosure Schedule, and shall supersede all previous versions of the Seller Disclosure Schedule.
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
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Seller Disclosure Schedules. Section Description
Seller Disclosure Schedules. In connection with the execution of this Agreement, the Company delivered to Buyer the Seller Disclosure Schedules, which may be updated prior to the Closing by the Supplemental Disclosure Schedule, setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) in response to an express disclosure requirement contained in a provision hereof or (b) as an exception to one or more representations or warranties contained in ARTICLE 3 or ARTICLE 4 or to one or more of the agreements and covenants of the Seller or the Company Group contained in ARTICLE 6 or ARTICLE 7. The Seller Disclosure Schedules, as supplemented by the Supplemental Disclosure Schedule, constitute an integral part of this Agreement and is attached hereto (in the case of the Seller Disclosure Schedules) or will be delivered prior to the Closing (in the case of the Supplemental Disclosure Schedule) and are hereby incorporated herein. There may be included in the Seller Disclosure Schedules, as supplemented by the Supplemental Disclosure Schedule, and elsewhere in this Agreement items and information that are not “material,” and such inclusion will not be deemed to be an acknowledgment or agreement that any such item or information (or any non- disclosed item or information of comparable or greater significance) is “material” and will not be used as
