A non-disclosure agreement is a legally binding agreement. A violation may result in legal penalties. Section 8.18 Company Newsletter. The inclusion of information in the Company`s disclosure letter shall not be construed as an admission or agreement or constitute an agreement that there is a breach, right of termination, omission, liability or other obligation of any kind with respect to any matter, nor be construed as an admission or agreement that such information is material to the Company. In addition, the matters contained in the Company`s disclosure letter are not necessarily limited to matters that are to be included in the Company`s disclosure letter under this Agreement (including the list of items in a disclosure letter from the Company, although such items are not necessarily included in such a disclosure letter from the Company due to the dollar thresholds. set out in this Agreement. must be registered). These additional questions are presented for informational purposes only and do not necessarily include other questions of a similar nature. Neither the specifications of a dollar amount in any representation, warranty or agreement contained in this Agreement, nor the inclusion of any particular item in the Company`s disclosure letter imply that such amount or higher or lower amounts or the item or other items so contained are material or not, and no one will benefit from determining such amount or including such amount. Articles that are the subject of disputes or controversies between the parties regarding whether any obligation, point or matter not described herein or included in the Company`s disclosure letter is material for the purposes of this Agreement. In addition, neither the disclosure of any object or object in any representation, warranty or representation contained in this Agreement, nor the inclusion of any particular subject matter in the Company`s disclosure letter, implies that such subject matter or matter or other matters or matters in the ordinary course of business are or are not consistent with past practice. and no one will benefit from exposing or including such points or issues in any dispute or controversy between the parties as to whether any obligation, subject matter or item not described herein or included in the Company`s disclosure letter is in the ordinary course of business or is not consistent with prior practice for the purposes of this Agreement.
This last “miscellaneous” point may cover details such as state law or laws that apply to the agreement and the party paying attorney`s fees in the event of a legal dispute. Section 10.14. Letter of disclosure. No reference or disclosure of any element or other matter in the Company`s disclosure letter shall be construed as an admission or indication that such subject matter or other matter is material (and that a standard of materiality will not be established for any purpose) or that such subject matter or other matter is to be mentioned or disclosed in the Company`s disclosure letter. The information set forth in the Company`s disclosure letter will be disclosed solely for the purposes of this Agreement, and no information contained herein shall be deemed an admission by any party to any third party in any matter, including any violation of law or breach of contract. The Company`s disclosure letter and the information and disclosures contained therein are intended solely to qualify and limit the representations, warranties and representations of the Company or the parent company and the merger company contained in this Agreement. Nothing in the Company`s disclosure letter is intended to extend the scope of this Agreement or to represent any representation or warranty contained in this Agreement, or to create or create an agreement. The issues contained in the Company`s disclosure letter are not necessarily limited to those matters that are to be considered in the Company`s disclosure letter under the Agreement. These additional questions are presented for informational purposes only and do not necessarily include other questions of a similar nature.
Section 6.5. Consents. The Company and its subsidiaries will use commercially reasonable efforts during the Transition Period to obtain the consent of all persons party to the agreements set out in sections 4.4 and 6.5 of the Company`s disclosure letter and to obtain all regulatory approvals in accordance with section 4.5 of the Company`s disclosure letter. All costs incurred in obtaining such consents constitute a transaction expense of the Company. Subject to laws relating to the exchange of information, Acquiror has the right to verify in advance and, to the extent possible, to consult the Company on the information provided in connection with obtaining such consents, as well as on the form and content of such consents. .