Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedules shall 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 Company that are set forth in the corresponding section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 2 contracts

Samples: Investment Agreement (RingCentral, Inc.), Investment Agreement (Avaya Holdings Corp.)

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Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedules Schedule shall 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 Company that are set forth in the corresponding section or subsection of this Agreement; , and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Raptor Pharmaceutical Corp)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedules shall 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 Company and the Notes Issuer that are set forth in the corresponding section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company and the Notes Issuer that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, disclosure without reference to the underlying documents referenced therein and without independent knowledge of the matters described thereinany underlying document or other information.

Appears in 1 contract

Samples: Investment Agreement (Norwegian Cruise Line Holdings Ltd.)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedules Schedule shall 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 Company that are set forth in the corresponding section or subsection of this Agreement; Agreement and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Relypsa Inc)

Disclosure Schedule References. The parties hereto agree that the any disclosure set forth in any particular section or subsection of the Company Disclosure Schedules shall Schedule shall, except as expressly indicated therein, 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 Company that are set forth in the corresponding section or subsection of this Agreement; , and (bii) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (bii) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on from the face wording of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Care.com Inc)

Disclosure Schedule References. The parties Parties hereto agree that the disclosure set forth in any particular section or subsection of the Seller Disclosure Schedules or Purchaser Disclosure Schedules, as applicable, shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (of Seller or covenantsPurchaser, as applicable) of the Company applicable that are set forth in the corresponding section or subsection of this Agreement; and (b) any other representations and warranties (of Seller or covenantsPurchaser, as applicable) of the Company , that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 1 contract

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

Disclosure Schedule References. The parties Parties hereto agree that the disclosure set forth in any particular section or subsection of the Transferor Disclosure Schedules or the Transferee Disclosure Schedules, as applicable, shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (of Transferor or covenantsthe Transferee, as applicable) of the Company applicable that are set forth in the corresponding section or subsection of this Agreement; and (b) any other representations and warranties (of Transferor or covenantsthe Transferee, as applicable) of the Company , that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 1 contract

Samples: Contribution Agreement (Mr. Cooper Group Inc.)

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Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedules shall 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 Company that are set forth in the corresponding section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 1 contract

Samples: Investment Agreement (RingCentral, Inc.)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth any reference in any a particular section or subsection Section of the Company Disclosure Schedules Schedule or the 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) (ai) the representations and warranties (or covenants, as applicable) of the Company or Parent, as the case may be, that are set forth contained in the corresponding section or subsection Section of this Agreement; , and (bii) any other representations and warranties (or covenants, as applicable) of the Company or Parent, as the case may be, that are set forth in this Agreementcontained herein, but in the case of this clause (b) only if the relevance of that disclosure reference as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on apparent. Any disclosure referenced in this Agreement is solely for the face purposes of such disclosurethis Agreement, without reference and is not a statement by any party as to the underlying documents referenced therein and without independent knowledge of the matters described thereintheir materiality or any statement for any other purpose.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vocaltec Communications LTD)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedules Schedule shall 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 Company that are set forth in the corresponding section or subsection of this Agreement; , and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on the face of from such disclosure, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermolecular Inc)

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