Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The parties hereto agree that any 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) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Esports Entertainment Group, Inc.), Stock Purchase Agreement (Esports Entertainment Group, Inc.), Share Purchase Agreement (Esports Entertainment Group, Inc.)

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Disclosure Schedule References. The parties hereto Parties agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to to, but only to, (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of the relevant party Party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 3 contracts

Samples: Share Purchase Agreement (The9 LTD), Share Purchase Agreement (The9 LTD), Share Purchase Agreement (IE LTD)

Disclosure Schedule References. 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 relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily apparent to an individual a reasonable Person who has read that reference and such representations and warranties.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Callidus Software Inc)

Disclosure Schedule References. 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) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (iib) 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule or Parent Disclosure Schedule, as the case may be, 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 relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Calix, Inc), Agreement and Plan of Merger and Reorganization (Occam Networks Inc/De)

Disclosure Schedule References. The parties hereto agree that any 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) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (iib) 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 representations and warranties would be readily apparent to an individual 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: Asset Purchase Agreement (Harris Corp /De/), Asset Purchase Agreement (Tyco Electronics Ltd.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule or Parent Disclosure Schedule, as the case may be, 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 relevant party Party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party 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 representations and warranties would be readily reasonably apparent to an individual without independent knowledge of the matter being disclosed who has read that reference and such representations and warranties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Sigma Designs Inc)

Disclosure Schedule References. The parties hereto Parties agree that any 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) (i) the representations and warranties (or covenants, as applicable) of the relevant party Party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Esports Entertainment Group, Inc.), Equity Purchase Agreement (Esports Entertainment Group, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule or Parent Disclosure Schedule, as the case may be, 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 relevant party Party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party 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 representations and warranties would be readily reasonably apparent to an individual who has read that reference and such representations and warranties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diodes Inc /Del/), Agreement and Plan of Merger (Pericom Semiconductor Corp)

Disclosure Schedule References. The parties hereto agree that any 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) (i) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily reasonably apparent to an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Securities Purchase Agreement (Directview Holdings Inc)

Disclosure Schedule References. 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 relevant party that are contained in the corresponding Section of this Agreement Agreement; and (ii) 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Arrangement Agreement (Thompson Creek Metals CO Inc.)

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Disclosure Schedule References. The parties hereto Parties agree that any 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) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (iib) any other representations and warranties of such party that is contained in this Agreement, but only if specifically, fairly, accurately and fully disclosed and the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual a reasonable person who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Master Business Transfer Agreement (Zynga Inc)

Disclosure Schedule References. 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 relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily reasonably apparent to an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avago Technologies LTD)

Disclosure Schedule References. 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 relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)

Disclosure Schedule References. The parties hereto agree that that, unless otherwise expressly provided therein, any reference in a particular Section section of the 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 relevant party that are contained in the corresponding Section of this Agreement and (ii) 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 representations and warranties would be readily apparent on its face to an individual who has read that reference and such representations and warrantiesa reasonable person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Management Disclosure Schedule or the Selling Shareholder Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (iib) 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 representations and warranties would be readily apparent on its face to an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Share Purchase Agreement (InvenSense Inc)

Disclosure Schedule References. The parties Parties hereto agree that any reference in a particular Section of the Disclosure Schedule shall only be deemed to be an exception to (to, or, as applicable, a disclosure for purposes of) : (ia) the representations and warranties (or covenants, as applicable) of the relevant party Sellers that are contained in the corresponding Section of this Agreement and (iib) any other representations and warranties of such party Sellers 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 representations and warranties would be readily reasonably apparent to an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Master Purchase Agreement (Camtek LTD)

Disclosure Schedule References. The parties hereto agree that any matter or reference in a particular Section of the Company Disclosure Schedule or Parent 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 relevant party that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of such party that is contained in this Agreement, but only Agreement if the relevance of that matter or reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily reasonably apparent to an individual a person who has read that matter or reference and such representations and warrantieswarranties (or covenants, as applicable).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Truckload Services, Inc.)

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