Common use of Disclosure Schedule References and SEC Document References Clause in Contracts

Disclosure Schedule References and SEC Document References. (a) The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the Company that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of the Company that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent to a person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (RP Management, LLC), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (Cypress Bioscience Inc)

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Disclosure Schedule References and SEC Document References. (a) The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, or a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) covenants of the Company that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of the Company that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably readily apparent to a reasonable person who has read that reference and such the representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Emmis Communications Corp), Agreement and Plan of Merger (Roche Investments USA Inc.), Agreement and Plan of Merger (Genentech Inc)

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