Common use of Exhibits/Schedules Clause in Contracts

Exhibits/Schedules. The Exhibits and Schedules to this Agreement are an integral part of this Agreement and are hereby incorporated herein and made a part hereof as if set forth herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties contained in Article IV are qualified by reference to the Schedules attached hereto and referred to in Article IV (collectively, the “Disclosure Schedule”). The Parties acknowledge and agree that (i) the Disclosure Schedule may include items or information that Aeglea is not required to disclose under this Agreement, (ii) disclosure of such items or information shall not be deemed to expand the scope of the representations and warranties of Aeglea under this Agreement, (iii) inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is necessarily material in any respect and (iv) reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (A) the representations and warranties (or covenants and agreements, as applicable) of Aeglea that are contained in the corresponding Section of this Agreement and (B) any other representation and warranty (or covenant and agreement, as applicable) of Aeglea that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representation and warranty (or covenant and agreement, as applicable) would be reasonably apparent to a reasonable person without any independent knowledge regarding the matter(s) so disclosed.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Spyre Therapeutics, Inc.), Asset Purchase Agreement (Aeglea BioTherapeutics, Inc.)

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Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated herein in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties contained in Article IV are qualified by reference listing (or inclusion of a copy) of a document or other item under one Schedule to the Schedules attached hereto and referred to in Article IV (collectively, the “Disclosure Schedule”). The Parties acknowledge and agree that (i) the Disclosure Schedule may include items a representation or information that Aeglea is not required warranty made herein shall be deemed adequate to disclose under this Agreement, (ii) disclosure of an exception to a separate representation or warranty made herein only if such items listing has sufficient detail that it is reasonably clear that such document or information shall not be deemed other item applies to expand the scope of the representations and warranties of Aeglea under this Agreement, (iii) inclusion such other representation or warranty made herein. Inclusion of information in the Disclosure a Schedule shall not be construed as an admission that such information is necessarily material in any respect and (iv) reference in a particular Section to the business, properties, financial condition or results of operations of the Disclosure Schedule Company or its Subsidiaries. Matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected therein and the inclusion of such matters shall only not be deemed an admission that such matters were required to be an exception to (or, as applicable, reflected on the Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a disclosure for purposes of) (A) the representations and warranties (or covenants and agreements, as applicable) of Aeglea that are contained in the corresponding Section of this Agreement and (B) any other representation and warranty (or covenant and agreement, as applicable) of Aeglea that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representation and warranty (or covenant and agreement, as applicable) would be reasonably apparent to a reasonable person without any independent knowledge regarding the matter(s) so disclosedsimilar nature.

Appears in 2 contracts

Samples: Stock Purchase Agreement (T-3 Energy Services Inc), Stock Purchase Agreement (T-3 Energy Services Inc)

Exhibits/Schedules. Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed on each other Schedule to this Agreement to which such fact or item may apply so long as it is reasonably apparent that such disclosure is applicable thereto. The Schedules and Exhibits to this Agreement are qualified in their entirety by reference to this Agreement and are not intended to constitute, and shall not be construed as, any representation or warranty or covenant of the Seller or the Principals. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement and are hereby incorporated herein and made a part hereof as if set forth hereinAgreement. Any capitalized terms used in any Schedule or Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The On or prior to the date hereof, Seller has delivered to the Purchaser, and the Purchaser has delivered to the Seller, its respective Schedules setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations and or warranties contained in Article IV V and Article VI, respectively. The Schedules to this Agreement are qualified by reference not intended to constitute, and shall not be construed as, an admission or indication that any such fact or item is required to be disclosed, and any fact or item disclosed in the Schedules attached hereto and referred to in Article IV (collectivelythis Agreement shall not by reason only of such inclusion be deemed to be material, to establish any standard of materiality or to define further the “Disclosure Schedule”). The Parties acknowledge and agree that (i) the Disclosure Schedule may include items or information that Aeglea is not required to disclose under meaning of such terms for purposes of this Agreement, (ii) and no disclosure of such items or information shall not be deemed to expand the scope of the representations and warranties of Aeglea under this Agreement, (iii) inclusion of information in the Disclosure Schedule Schedules to this Agreement relating to any possible breach or violation of any Contract, Law or Order shall not be construed as an admission or indication that any such information is necessarily material in any respect and (iv) reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (A) the representations and warranties (breach or covenants and agreements, as applicable) of Aeglea that are contained in the corresponding Section of this Agreement and (B) any other representation and warranty (violation exists or covenant and agreement, as applicable) of Aeglea that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representation and warranty (or covenant and agreement, as applicable) would be reasonably apparent to a reasonable person without any independent knowledge regarding the matter(s) so disclosedhas actually occurred.

Appears in 1 contract

Samples: Asset Purchase Agreement (Id Systems Inc)

Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated herein in and made a part hereof of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as The parties hereto agree that the disclosure set forth in this Agreement. The representations and warranties contained in Article IV are qualified by reference to any particular section or subsection of the Schedules attached hereto and referred to in Article IV (collectively, the “Disclosure Schedule”). The Parties acknowledge and agree that (i) the Disclosure Schedule may include items or information that Aeglea is not required to disclose under this Agreement, (ii) disclosure of such items or information shall not be deemed to expand the scope of the representations and warranties of Aeglea under this Agreement, (iii) inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is necessarily material in any respect and (iv) reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (Ai) the representations and warranties (or covenants and agreementscovenants, as applicable) of Aeglea that are contained set forth in the corresponding Section section or subsection of this Agreement Agreement, and (Bii) any other representation representations and warranty warranties (or covenant and agreementcovenants, as applicable) of Aeglea that is contained are set forth in this Agreement, but in the case of this clause (ii) only if the relevance of that reference disclosure as an exception to (or a disclosure for purposes of) such representation other representations and warranty warranties (or covenant and agreementcovenants, as applicable) would be is reasonably apparent on the face of such disclosure. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would have a Material Adverse Effect. No disclosure on a Schedule relating to a reasonable person without possible breach or violation of any independent knowledge regarding the matter(s) so disclosedContract, Law or 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: Stock Purchase Agreement (RDA Holding Co.)

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Exhibits/Schedules. The Exhibits and Schedules to this Agreement are an integral part of this Agreement and are hereby incorporated herein and made a part hereof as if set forth herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties contained in Article IV ‎IV are qualified by reference to the Schedules attached hereto and referred to in Article IV ‎IV (collectively, the “Disclosure Schedule”). The Parties acknowledge and agree that (i) the Disclosure Schedule may include items or information that Aeglea is not required to disclose under this Agreement, (ii) disclosure of such items or information shall not be deemed to expand the scope of the representations and warranties of Aeglea under this Agreement, (iii) inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is necessarily material in any respect and (iv) reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (A) the representations and warranties (or covenants and agreements, as applicable) of Aeglea that are contained in the corresponding Section of this Agreement and (B) any other representation and warranty (or covenant and agreement, as applicable) of Aeglea that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representation and warranty (or covenant and agreement, as applicable) would be reasonably apparent to a reasonable person without any independent knowledge regarding the matter(s) so disclosed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aeglea BioTherapeutics, Inc.)

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