Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 4 contracts

Samples: Agreement and Plan of Merger (NTL Inc), Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc)

AutoNDA by SimpleDocs

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule or the Parent Buyer 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Stellent Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable person 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 2 contracts

Samples: Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception only to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party Company that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party the Company that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily reasonably apparent to a reasonable 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 2 contracts

Samples: Agreement and Plan of Merger (Therma Wave Inc), Agreement and Plan of Merger (Kla Tencor Corp)

Disclosure Schedule References. (a) The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 2 contracts

Samples: Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (ChyronHego Corp)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, Agreement or the other Transaction Documents but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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 2 contracts

Samples: Transaction Framework Agreement (Baidu, Inc.), Transaction Framework Agreement (Shanda Games LTD)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 2 contracts

Samples: Transaction Agreement (Sovereign Bancorp Inc), Shareholder Agreement (Banco Santander, S.A.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Buyer and Merger Sub 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable person Person who has read that reference and such representations and warranties, without any independent knowledge on the part . [Remainder of the reader regarding the matter(s) so disclosedpage intentionally left blank. Signature page follows.]

Appears in 1 contract

Samples: Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)

Disclosure Schedule References. The parties hereto Parties agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Seller 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, as applicable) of the relevant party Seller that are contained in the corresponding Section of this AgreementAgreement and, and (b) solely in the case of any reference in a particular Section of ‎Article 3 or ‎Article 4 of the Seller Disclosure Schedule, an exception to any other representations and warranties representation or warranty of such party Seller that is contained in this Agreement, but only if Agreement where the relevance of that reference as an exception to (such representation or a disclosure for purposes of) such other representations and warranties warranty would be readily apparent to a reasonable 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 1 contract

Samples: Asset Purchase Agreement (PGT Innovations, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party Company that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Share Purchase Agreement (Ku6 Media Co., LTD)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule, Buyer Disclosure Schedule or the Parent Gain 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, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ac) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable person 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 1 contract

Samples: Agreement and Plan of Merger (Formfactor Inc)

AutoNDA by SimpleDocs

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) Article 33 the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) Article 34 any other representations and warranties of such party that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Securities Purchase Agreement (Partnerre LTD)

Disclosure Schedule References. The (a)The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the i)the Company’s representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any ii)any other representations and warranties of such party the Company that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Investment Agreement (Enstar Group LTD)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party that are contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations and warranties of such party that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily reasonably apparent to a reasonable 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 1 contract

Samples: Agreement and Plan of Merger (Galaxy Digital Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule or the Parent Buyer Disclosure Schedule Schedule, as applicable, shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Purchase and Sale Agreement (UCP, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule Letter shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party 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 other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Agreement and Plan of Merger (Watchguard Technologies Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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 covenantscovenants and agreements, as applicable) of the relevant party that are contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations and warranties of such party that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent on the face of such disclosure to a reasonable 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 1 contract

Samples: Transaction Agreement (Summit Materials, LLC)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent 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, as applicable) of the relevant party Sellers that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party Sellers that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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 1 contract

Samples: Stock Purchase Agreement (Barnes & Noble Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.