Common use of Exhibits/Schedules Clause in Contracts

Exhibits/Schedules. References herein to “Exhibits” or “Schedules” shall be deemed to be a reference to the exhibits and schedules attached hereto. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreement. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules shall be deemed to have been disclosed on each other Section of the Schedules in which it is reasonably apparent on the face of such disclosure that the information is required to be included. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract or Law shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Appears in 1 contract

Samples: Omnibus Transaction Agreement (Visant Corp)

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Exhibits/Schedules. References herein to “Exhibits” or “Schedules” shall be deemed to be a reference to the exhibits and schedules attached hereto. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein herein. The Schedules to this Agreement shall be arranged in sections and are hereby made subsections corresponding to the numbered section and deemed lettered subsections of this Agreement, and the exceptions and disclosures in each Schedule shall, except as provided in the next sentence, apply only to be an integral part the correspondingly numbered section and lettered subsection of and an inducement to enter into this Agreement. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules Schedule shall be deemed to have been disclosed on each other Section applicable Schedule if the applicability of the such information to such other Schedules in which it is reasonably apparent on the face of its face. No representation or warranty shall be qualified or otherwise affected by any fact or item disclosed on any Schedule unless such disclosure that the information is required representation or warranty contains a reference to be includeda Schedule. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract Contract, Law or Law Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement

Exhibits/Schedules. References herein The Exhibits and Schedules to “Exhibits” or “Schedules” shall be deemed to be this Agreement are hereby incorporated and made a reference to the exhibits part hereof and schedules attached heretoare an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreementherein. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules Schedule shall be deemed to have been disclosed on each other Section Schedule with respect to other representations and warranties relating to such matter or item to the extent, based on the substance of the Schedules in which it disclosure on its face, its relevance to such other Schedule is reasonably apparent on the face of such disclosure that the information is required to be includedapparent. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract Contract, Law or Law Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Seller may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (China Carbon Graphite Group, Inc.)

Exhibits/Schedules. References herein The Exhibits and Schedules to “Exhibits” or “Schedules” shall be deemed to be this Agreement are hereby incorporated and made a reference to the exhibits part hereof and schedules attached heretoare an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreementherein. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules Schedule shall be deemed to have been disclosed on each other Section of the Schedules in Schedule for which it is reasonably readily apparent on the face of such disclosure that the information in such Schedule is required responsive notwithstanding any reference to be includeda specific Schedule. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule relating to (i) a possible breach or violation of any Contract contract, Applicable Law or Law order shall be construed as an admission or indication that breach or violation exists or has actually occurredoccurred or (ii) a required consent shall be construed as an admission or indication that such consent is required in connection with the transactions contemplated hereby. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Appears in 1 contract

Samples: Coinsurance Agreement (HealthMarkets, Inc.)

Exhibits/Schedules. References herein The Exhibits and Schedules to “Exhibits” or “Schedules” shall be deemed to be this Agreement are hereby incorporated and made a reference to the exhibits part hereof and schedules attached heretoare an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreementherein. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section a particular section or subsection of the Schedules with respect to any representation and warranty set forth herein shall be deemed to have been disclosed on each and incorporated by reference in any other Section section or subsection of the Schedules with respect to any other representation or warranty set forth herein to the extent such matter or item is disclosed in which it is such a way as to make its relevance to the information called for by such other section or subsection of the Schedules reasonably apparent on the face of such disclosure that the information is required to be includedits face. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract Contract, Law or Law Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Am-Source, LLC)

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Exhibits/Schedules. References herein to “Exhibits” or “Schedules” shall be deemed to be a reference to the exhibits and schedules attached hereto. All Exhibits and Schedules (including the Disclosure Schedules) annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreementherein. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules Schedule shall be deemed to have been disclosed on each any other Section of Schedule to the Schedules in which it extent applicability to such other Schedule is reasonably apparent on the face of such disclosure that the information is required to be includedits face. Disclosure of any item on any Schedule (including the Disclosure Schedules) shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule (including the Disclosure Schedules) relating to a possible breach or violation of any Contract Contract, Law or Law Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule (including the Disclosure Schedules) or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. In the event of any inconsistency between the statements in the body of this Agreement or any agreement contemplated hereby and those in the Disclosure Schedules (other than an exception expressly set forth as such in such Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

Appears in 1 contract

Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Exhibits/Schedules. References herein The Exhibits and Schedules to “Exhibits” or “Schedules” shall be deemed to be this Agreement are hereby incorporated and made a reference to the exhibits part hereof and schedules attached heretoare an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreementherein. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules Schedule shall be deemed to have been disclosed on each other Section of Schedule with respect to other representations and warranties relating to such matter or item to the extent there is a cross-reference to such other Schedules in which or to the extent that it is reasonably apparent on the face of from such disclosure that the information it is required relevant to be includedother representations and warranties contained therein. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. The Seller may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. No disclosure on a Schedule relating to a possible breach or violation of any Contract Contract, Law or Law Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Media Corp)

Exhibits/Schedules. References herein The Exhibits and Schedules to “Exhibits” or “Schedules” shall be deemed to be this Agreement are hereby incorporated and made a reference to the exhibits part hereof and schedules attached heretoare an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein and are hereby made and deemed to be an integral part of and an inducement to enter into this Agreementherein. For the avoidance of doubt, references herein to Article II shall include a reference to Schedule A. Any matter or item disclosed on one Section of the Schedules Schedule shall be deemed to have been disclosed on each other Section Schedule with respect to other representations and warranties relating to such matter or item to the extent, based on the substance of the Schedules in which it disclosure on its face, its relevance to such other Schedule is reasonably apparent on the face of such disclosure that the information is required to be includedapparent. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract Contract, Law or Law Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. The Selling Stockholder may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hollywood Media Corp)

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