Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The representations and warranties contained in Article 3 are qualified by reference to the Company Disclosure Schedules. The parties agree that the disclosures set forth in the Company Disclosure Schedules are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except as and to the extent expressly provided in this Agreement. Parent and Merger Subsidiary acknowledge that (a) the Company Disclosure Schedules may include items or information which the Company is not required to disclose under this Agreement, (b) the inclusion of information in the Company Disclosure Schedules shall not be construed as an admission that such information is material to the Company or is required to be disclosed under this Agreement, (c) headings have been inserted on the individual schedules included in the Company Disclosure Schedules for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Company Disclosure Schedules, and (d) information contained in various schedules contained in the Company Disclosure Schedules or sections and subsections of the schedules contained in the Company Disclosure Schedules may be applicable to other schedules or sections and subsections to the extent such applicability is reasonably apparent on the face of such disclosure. Accordingly, every matter, document or item referred to, set forth or described in one schedule contained in the Company Disclosure Schedules shall be deemed to be disclosed under each and every part, category or heading of the Company Disclosure Schedules and shall be deemed to qualify the representations and warranties of the Company in the Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure.

Disclosure Schedule References. The representations and warranties contained in Article 3 are qualified by reference to the Company Disclosure Schedules. The parties agree that the disclosures set forth All capitalized terms not defined in the Company Disclosure Schedules are not intended Schedule to constitute, and this Agreement (the “Disclosure Schedule”) shall not be construed as constituting, representations or warranties of have the Company except as and meanings assigned to the extent expressly provided them in this Agreement. Parent and Merger Subsidiary acknowledge that (a) the Company The Disclosure Schedules may include items or information which the Company is not required to disclose under Schedule shall, for all purposes in this Agreement, (b) be arranged in numbered and lettered parts and subparts corresponding to the inclusion of information numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the Company Disclosure Schedules Schedule shall not constitute an exception to or, as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes express reference and shall also be construed as an admission that such information is material to the Company or is required deemed to be disclosed under this Agreement, (c) headings have been inserted on or set forth for the individual schedules included purposes of every other part in the Company Disclosure Schedules for Schedule relating to the convenience of reference only representations and shall not affect the construction warranties (or interpretation of any of the provisions of the covenants, as applicable) set forth in this Agreement or the Company Disclosure Schedules, and (d) information contained in various schedules contained in the Company Disclosure Schedules or sections and subsections of the schedules contained in the Company Disclosure Schedules may be applicable to other schedules or sections and subsections to the extent a cross-reference within the Disclosure Schedule is expressly made to such applicability other part in the Disclosure Schedule, as well as to the extent that the relevance of such item as an exception to or, as applicable, disclosure for purposes of, such other section of this Agreement is reasonably apparent on from the face of such disclosure. Accordingly, every matter, document or item referred to, set forth or described in one schedule contained in The listing of any matter on the Company Disclosure Schedules Schedule shall not be deemed to constitute an admission by Seller or Buyer, as applicable, or to otherwise imply, that any such matter is material, is required to be disclosed by Seller or Buyer under each and every part, category this Agreement or heading falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedule relating to any possible breach or violation by Seller or Buyer of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Disclosure Schedule be deemed or interpreted to expand the scope of the Company Disclosure Schedules and shall be deemed to qualify the representations and warranties of the Company representations, warranties, covenants or agreements set forth in the this Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure.

Disclosure Schedule References. The representations and warranties contained in Article 3 are qualified by reference to the Company Disclosure Schedules. The parties agree that the disclosures set forth All capitalized terms not defined in the Company Disclosure Schedules are not intended Schedule to constitute, and this Agreement (the “Disclosure Schedule”) shall not be construed as constituting, representations or warranties of have the Company except as and meanings assigned to the extent expressly provided them in this Agreement. Parent and Merger Subsidiary acknowledge that (a) the Company The Disclosure Schedules may include items or information which the Company is not required to disclose under Schedule shall, for all purposes in this Agreement, (b) be arranged in numbered and lettered parts and subparts corresponding to the inclusion of information numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the Company Disclosure Schedules Schedule shall not constitute an exception to or, as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable,) to which it makes express reference and shall also be construed as an admission that such information is material to the Company or is required deemed to be disclosed under this Agreement, (c) headings have been inserted on or set forth for the individual schedules included purposes of every other part in the Company Disclosure Schedules for Schedule relating to the convenience of reference only representations and shall not affect the construction warranties (or interpretation of any of the provisions of the covenants, as applicable,) set forth in this Agreement or the Company Disclosure Schedules, and (d) information contained in various schedules contained in the Company Disclosure Schedules or sections and subsections of the schedules contained in the Company Disclosure Schedules may be applicable to other schedules or sections and subsections to the extent a cross-reference within the Disclosure Schedule is expressly made to such applicability other part in the Disclosure Schedule, as well as to the extent that the relevance of such item as an exception to or, as applicable, disclosure for purposes of, such other section of this Agreement is reasonably apparent on from the face of such disclosure. Accordingly, every matter, document or item referred to, set forth or described in one schedule contained in The listing of any matter on the Company Disclosure Schedules Schedule shall not be deemed to constitute an admission by Seller or Buyer, as applicable, or to otherwise imply, that any such matter is material, is required to be disclosed by Seller or Buyer under each and every part, category this Agreement or heading falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedule relating to any possible breach or violation by Seller or Buyer of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Disclosure Schedule be deemed or interpreted to expand the scope of the Company Disclosure Schedules and shall be deemed to qualify the representations and warranties of the Company representations, warranties, covenants or agreements set forth in the this Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure.

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Seller Disclosure Schedule or the Buyer Disclosure Schedule (the “Disclosure Schedules”) 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 Article 3 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 representations and warranties would be reasonably apparent. The Schedules and Exhibits to this Agreement are qualified in their entirety by reference to the Company Disclosure Schedulesspecific provisions of this Agreement. The parties agree that the disclosures set forth in the Company Disclosure Schedules to this Agreement are not intended to constitute, and shall not be construed as constitutingas, representations an admission or warranties of the Company except as and to the extent expressly provided in this Agreement. Parent and Merger Subsidiary acknowledge indication that (a) the Company Disclosure Schedules may include items any such fact or information which the Company item is not required to disclose under be disclosed, and any fact or item disclosed in the Schedules to this 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 meaning of such terms for purposes of this Agreement, (b) the inclusion of information and no disclosure in the Company Disclosure Schedules to this Agreement relating to any possible breach or violation of any Contract or Applicable Law shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred. References in any Schedules to this Agreement to any Contract, plan, instrument, document or legal proceeding are qualified in their entirety by reference to more detailed information is material in documents attached thereto or previously delivered or made available to Buyer and its representatives. After the Effective Date and prior to the Company Closing, Seller shall have the right to supplement, modify or is required update the Schedules to be disclosed under this Agreement, (c) headings have been inserted on the individual schedules included in Agreement solely to reflect actions taken by the Company Disclosure Schedules for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Company Disclosure Schedules, and (d) information contained in various schedules contained in the Company Disclosure Schedules or sections and subsections of the schedules contained in the Company Disclosure Schedules may be applicable to other schedules or sections and subsections to the extent such applicability is reasonably apparent on permitted by Section 5.01. Seller’s right to supplement, modify or update the face of such disclosure. Accordingly, every matter, document or item referred to, Schedules to this Agreement pursuant to the previous sentence shall include the right to add new Schedules to this Agreement that qualify representations and warranties set forth in Article 3 that do not currently reference any Schedule to this Agreement. Upon delivery of any such supplements, modifications or described updates, the Schedules to this Agreement shall be deemed amended for all purposes of this Agreement; provided, however, that, solely for purposes of determining whether the condition set forth in one schedule contained in Section 10.02(a) is satisfied, the Company Disclosure Schedules to this Agreement shall be deemed to be disclosed under each and every part, category or heading include only the information contained in the Schedules to this Agreement as of the Company Disclosure Schedules and shall be deemed to qualify the representations and warranties date of the Company in the this Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure.

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Seller Disclosure Schedule or the Buyer Disclosure Schedule (the “Disclosure Schedules”) 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 Article 3 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 representations and warranties would be reasonably apparent. The Schedules and Exhibits to this Agreement are qualified in their entirety by reference to the Company Disclosure Schedulesspecific provisions of this Agreement. The parties agree that the disclosures set forth in the Company Disclosure Schedules to this Agreement are not intended to constitute, and shall not be construed as constitutingas, representations an admission or warranties of the Company except as and to the extent expressly provided in this Agreement. Parent and Merger Subsidiary acknowledge indication that (a) the Company Disclosure Schedules may include items any such fact or information which the Company item is not required to disclose under be disclosed, and any fact or item disclosed in the Schedules to this 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 meaning of such terms for purposes of this Agreement, (b) the inclusion of information and no disclosure in the Company Disclosure Schedules to this Agreement relating to any possible breach or violation of any Contract or Applicable Law shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred. References in any Schedules to this Agreement to any Contract, plan, instrument, document or legal proceeding are qualified in their entirety by reference to more detailed information is material in documents attached thereto or previously delivered or made available to Buyer and its representatives. After the date hereof and prior to the Company Closing, Seller shall have the right to supplement, modify or is required update the Schedules to be disclosed under this Agreement, (c) headings have been inserted on the individual schedules included in Agreement solely to reflect actions taken by the Company Disclosure Schedules for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Company Disclosure Schedules, and (d) information contained in various schedules contained in the Company Disclosure Schedules or sections and subsections of the schedules contained in the Company Disclosure Schedules may be applicable to other schedules or sections and subsections to the extent such applicability is reasonably apparent on permitted by Section 5.01. Seller’s right to supplement, modify or update the face of such disclosure. Accordingly, every matter, document or item referred to, Schedules to this Agreement pursuant to the previous sentence shall include the right to add new Schedules to this Agreement that qualify representations and warranties set forth in Article 3 that do not currently reference any Schedule to this Agreement. Upon delivery of any such supplements, modifications or described updates, the Schedules to this Agreement shall be deemed amended for all purposes of this Agreement; provided, however, that, solely for purposes of determining whether the condition set forth in one schedule contained in Section 10.02(a) is satisfied, the Company Disclosure Schedules to this Agreement shall be deemed to be disclosed under each and every part, category or heading include only the information contained in the Schedules to this Agreement as of the Company Disclosure Schedules and shall be deemed to qualify the representations and warranties date of the Company in the this Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure.

Disclosure Schedule References. The representations and warranties contained in Article 3 are qualified by reference to the Company Disclosure Schedules. The parties agree that the disclosures set forth All capitalized terms not defined in the Company Disclosure Schedules are not intended Schedule to constitute, and this Agreement (the “Disclosure Schedule”) shall not be construed as constituting, representations or warranties of have the Company except as and meanings assigned to the extent expressly provided them in this Agreement. Parent and Merger Subsidiary acknowledge that (a) the Company The Disclosure Schedules may include items or information which the Company is not required to disclose under Schedule shall, for all purposes in this Agreement, (b) be arranged in numbered and lettered parts and subparts corresponding to the inclusion of information numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the Company Disclosure Schedules Schedule shall not constitute an exception to or, as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable,) to which it makes express reference and shall also be construed as an admission that such information is material to the Company or is required deemed to be disclosed under this Agreement, (c) headings have been inserted on or set forth for the individual schedules included purposes of every other part in the Company Disclosure Schedules for Schedule relating to the convenience of reference only representations 66 and shall not affect the construction warranties (or interpretation of any of the provisions of the covenants, as applicable,) set forth in this Agreement or the Company Disclosure Schedules, and (d) information contained in various schedules contained in the Company Disclosure Schedules or sections and subsections of the schedules contained in the Company Disclosure Schedules may be applicable to other schedules or sections and subsections to the extent a cross-reference within the Disclosure Schedule is expressly made to such applicability other part in the Disclosure Schedule, as well as to the extent that the relevance of such item as an exception to or, as applicable, disclosure for purposes of, such other section of this Agreement is reasonably apparent on from the face of such disclosure. Accordingly, every matter, document or item referred to, set forth or described in one schedule contained in The listing of any matter on the Company Disclosure Schedules Schedule shall not be deemed to constitute an admission by Seller or Buyer, as applicable, or to otherwise imply, that any such matter is material, is required to be disclosed by Seller or Buyer under each and every part, category this Agreement or heading falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedule relating to any possible breach or violation by Seller or Buyer of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Disclosure Schedule be deemed or interpreted to expand the scope of the Company Disclosure Schedules and shall be deemed to qualify the representations and warranties of the Company representations, warranties, covenants or agreements set forth in the this Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure.