Example ContractsClausesDisclosure Schedules
Disclosure Schedules
Disclosure Schedules contract clause examples

Disclosure Schedules. No exceptions to any representations or warranties disclosed on one Disclosure Schedules attached hereto shall constitute an exception to any other representations or warranties made in this Agreement unless the exception is disclosed as provided herein on each such other applicable Disclosure Schedules or the applicability of such disclosure to such other schedule is reasonably apparent on its face. Nothing in the Disclosure Schedules shall be deemed an admission by Seller Stockholders, Seller or the Company or any of their or its Affiliates, in any Action or proceeding involving a third party, that such third party is or is not in breach or violation of or in default in the performance or observance of any term or provision of any contract.

Disclosure Schedules. All schedules referenced herein and attached hereto (each, a “Schedule” and, collectively, the “Disclosure Schedules”) are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any item disclosed in any part, subpart, section or subsection of the Disclosure Schedules referenced by a particular section or subsection in the Disclosure Schedules will be deemed to have been disclosed with respect to every other section and subsection in this Agreement if the relevance of such disclosure to such other section or subsection is readily apparent on its face. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules will not # be used as a basis for interpreting the term “material” or other similar terms in this Agreement or to establish a standard of materiality, # represent a determination that such item or matter did not arise in the Ordinary Course of Business, # be deemed or interpreted to expand the scope of Emmis’ or Sinclair’s representations and warranties, obligations, covenants, conditions or agreements contained herein, # constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, # represent a determination that the consummation of the transactions contemplated hereby requires the consent of any third party, # constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or # constitute, or be deemed to constitute, an admission or indication by Emmis or Sinclair that such item meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any Contract or Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement.

The disclosures set forth in any schedules to this Agreement (the “Disclosure Schedules”) are to be taken as relating to the representations and warranties of the Company, notwithstanding the fact that the Disclosure Schedules are arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedules; provided, in each case, that it is reasonably apparent on the face of such applicable disclosure that it is applicable to such other sections or schedules not specifically referenced. The inclusion of information in the Disclosure Schedules shall not be construed as or 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 the Company. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. 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 Disclosure Schedules 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 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 Disclosure Schedules 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 Disclosure Schedules 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 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 Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement.

The matters set forth on the disclosure schedules hereto (collectively, the “Disclosure Schedules”) are not necessarily matters that Sellers are required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed. No disclosure by any Seller in the Exhibits or the Disclosure Schedules relating to any possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that such breach or violation exists or has actually occurred.

Disclosure Schedules. As of the date of this Agreement, Seller, LD and Representing Party has delivered to YGYI and KII, contemporaneously with the execution of this Agreement, the Disclosure Schedule.

The matters set forth on the disclosure schedules hereto (collectively, the “Disclosure Schedules”) are not necessarily matters that Seller are required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed. No disclosure by Seller in the Exhibits or the Disclosure Schedules relating to any possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that such breach or violation exists or has actually occurred.

Disclosure Schedules. Certain information set forth in the Disclosure Schedule is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information in the Disclosure Schedule shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by Seller in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, Seller. Any description of any agreement, document, instrument or plan set forth on any Section of the Disclosure Schedule hereto is a summary only and is qualified in its entirety by the terms of such agreement, document, instrument or plan. Any item disclosed in any Section of the Disclosure Schedule shall be deemed to have been disclosed with respect to each Section in this Agreement (regardless of whether or not such Section of this Agreement is qualified by reference to a Section of the Disclosure Schedule) if the relevance of such disclosure to such section is reasonably apparent.

Disclosure Schedules. Nothing in the disclosure schedules delivered by the Stockholders to Purchaser under this Agreement shall be adequate to disclose an exception to a representation or warranty made in this Agreement unless such disclosure schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, 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. Any exception to any representations or warranties disclosed on one disclosure schedule shall constitute an exception to any other representations or warranties made in this Agreement only if # the substance of such exception is reasonably disclosed on the applicable disclosure schedule or # a specific cross-reference to a disclosure on another disclosure schedule, which also reasonably discloses the substance of the exception, is made.

The matters set forth on the disclosure schedules hereto (collectively, the “Disclosure Schedules”) are not necessarily matters that Sellers are required to disclose or matters that would constitute a breach of any representation or warranty had such matters not been disclosed. No disclosure by any Seller in the Exhibits or the Disclosure Schedules relating to any possible breach or violation of any contract or applicable Law shall be construed as an admission or indication that such breach or violation exists or has actually occurred.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the "Schedules") is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the MPT Parties or the Prospect Medical Parties, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, MPT Parties or the Prospect Medical Parties, or their respective Affiliates, as applicable. Any information set forth in one section of the Schedule will be deemed to apply to other sections of the Schedules to which its relevance is reasonably inferable and/or apparent from the face of such disclosure (notwithstanding the omission of a reference or cross-reference thereto); provided, that, the Parties shall use good faith efforts to include a clear reference or cross-reference to such relevant information contained in other Schedules. From the date of this Agreement until the Closing Date, the Prospect Medical Parties shall have the right to amend and/or supplement the Schedules to reflect (a)(i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the date hereof, and # any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, where such deficiency or inaccuracy would cause a failure of any condition set forth in Section 6.1 or Section 6.2, and # any other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a "Schedule Supplement"); provided, that, unless otherwise expressly agreed to in writing by the MPT Parties, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a representation or warranty, covenant or agreement or to satisfy any condition or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.

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