Common use of Company Disclosure Schedule Clause in Contracts

Company Disclosure Schedule. The Parties agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties parties agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (xa) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (yb) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section or subsection of the Company Disclosure Schedule shall only be deemed to be disclosed an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and incorporated by reference in each other Section warranties of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth that are contained in such the corresponding Section or subsection of this Agreement, and (ii) the representations and warranties of the Company that are contained in any other Section or subsection of this Agreement, but only to the extent the applicability and relevance of that reference as an exception to (or a disclosure for purposes of) such information to such other Section representations and warranties is reasonably apparent on the face of from such disclosure. Certain items Any disclosure in any Company SEC Report filed or furnished prior to the date hereof shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) those representations and matters may be listed warranties with respect to which the relevance of the disclosure as an exception to (or a disclosure for purposes of) such representations and warranties is reasonably apparent from such disclosure. Inclusion of information in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) Schedules shall not be construed as an admission by that such information is material to the business, assets, liabilities, financial condition or results of operations of the Company of any non-compliance withor its Subsidiaries, or violation ofotherwise material, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, that such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information is required to be disclosed under this Agreement. Without limiting included in the foregoingCompany Disclosure Schedules, no reference to or and inclusion of information in connection with disclosure of a possible breach or violation matters that are not in the ordinary course of any Contract, Law or Order business shall not be construed as an admission that the included items or indication that a breach or violation exists or has actually occurredactions are not in the ordinary course of business. Matters reflected in the Company Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedules.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosureapparent. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property intellectual property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosureSection. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (xa) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute have a Company Material Adverse Effect on the Company and (yb) shall not be construed as an admission or indication by the Company of any non-compliance with, or breach or violation of, any third third-party rights (including any Intellectual Property rights) Property), any Contract or agreement or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. (a) The Parties agree Company Disclosure Schedule and the information and disclosures contained therein relate to and qualify certain of the representations, warranties, covenants and obligations made by the Company in this Agreement and shall not be construed or otherwise deemed to constitute, any representation, warranty, covenant or obligation of the Company or any other Person except to the extent explicitly provided in this Agreement or in the Company Disclosure Schedule and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or obligations other than as expressly set forth therein. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication, in and of itself, that such item represents a material exception or material fact, event or circumstance, that such item has had or would reasonably be expected to have a Material Adverse Effect, or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes only. No reference in the Company Disclosure Schedule to any agreement or document, in and of itself, shall be construed as an admission or indication that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document (other than as expressly set forth on Section 4.17(a) of the Company Disclosure Schedule). No disclosure in the Company Disclosure Schedule relating to any possible breach or violation of, or non-compliance with, any agreement, law or regulation, in and of itself, shall be construed as an admission or indication that any reference such breach, violation or non-compliance exists or has actually occurred, and nothing in a particular Section the Company Disclosure Schedule shall constitute an admission of any liability or obligation of any Person to any other Person or shall confer or give any third party any remedy, claim, liability, reimbursement, cause of action or any other right whatsoever. Neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the Company Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. The Company Disclosure Schedule is arranged in sections corresponding to the Sections in this Agreement and any items or matters set forth in one section or subsection of the Company Disclosure Schedule shall be deemed to be disclosed apply to and incorporated by reference in qualify the Section or subsection of this Agreement to which it corresponds and each other Section or subsection of this Agreement to the extent the relevance of such items or matters to such other Section or subsection of this Agreement is reasonably apparent on its face. The inclusion of any cross-references to any section or subsection of the Company Disclosure Schedule Schedule, or the failure to which include such information reasonably relates as though fully set forth in such other Section cross-references, shall not be deemed to mean that the extent the applicability and relevance of such information to such other Section any disclosure is not reasonably apparent on for the face purposes of such disclosurethe immediately preceding sentence. Certain items and matters may be listed The headings contained in the Company Disclosure Schedule are included for informational purposes only convenience and may reference only, and are not be required intended to be listed therein by limit the terms effect of this Agreement. In no event shall the listing of items or matters disclosures contained in the Company Disclosure Schedule be deemed or interpreted to broadenexpand, modify or otherwise expand influence the scope of, of the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item information required to be disclosed in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company interpretation of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. (a) The Parties agree Company Disclosure Schedule and the information and disclosures contained therein relate to and qualify certain of the representations, warranties, covenants and obligations made by the Company in this Agreement and shall not be construed or otherwise deemed to constitute, any representation, warranty, covenant or obligation of the Company or any other Person except to the extent explicitly provided in the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or obligations. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication, in and of itself, that such item represents a material 83 exception or material fact, event or circumstance, that such item has had or would reasonably be expected to have a Company Material Adverse Effect, or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes only. No reference in the Company Disclosure Schedule to any agreement or document, in and of itself, shall be construed as an admission or indication that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in the Company Disclosure Schedule relating to any possible breach or violation of, or non-compliance with, any agreement, law or regulation, in and of itself, shall be construed as an admission or indication that any reference such breach, violation or non-compliance exists or has actually occurred, and nothing in a particular Section the Company Disclosure Schedule shall constitute an admission of any liability or obligation of any Person to any other Person or shall confer or give any third party any remedy, claim, liability, reimbursement, cause of action or any other right whatsoever. Neither the specification of any item or matter in any representation or warranty contained in the Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described in the Agreement or included in the Company Disclosure Schedule is or is not in the ordinary course of business for purposes of the Agreement. The Company Disclosure Schedule is arranged in sections corresponding to the Sections in the Agreement and any items or matters set forth in one section or subsection of the Company Disclosure Schedule shall be deemed to be disclosed apply to and incorporated by reference in qualify the Section or subsection of this Agreement to which it corresponds and each other Section or subsection of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section Agreement to the extent the applicability and relevance of such information items or matters to such other Section or subsection of this Agreement is reasonably apparent on the face of such disclosure. Certain items and matters may The inclusion of any cross-references to any Schedules, or the failure to include such cross-references, shall not be listed deemed to mean that the relevance of any disclosure is not reasonably apparent on its face for the purposes of the immediately preceding sentence. The headings contained in the Company Disclosure Schedule are included for informational purposes only convenience and may reference only, and are not be required intended to be listed therein by limit the terms effect of this Agreement. In no event shall the listing of items or matters disclosures contained in the Company Disclosure Schedule be deemed or interpreted to broadenexpand, modify or otherwise expand influence the scope of, of the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item information required to be disclosed in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company interpretation of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties parties agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed in the Company 71 Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (xa) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (yb) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. All descriptions of any document included in the Company Disclosure Schedule do not purport to be a complete statement of the material terms of such document and are qualified in their entirety by reference to such document, including any and all exhibits, annexes, addendums and other documents attached thereto and any amendments, supplements and other modifications thereto, in each case, to the extent made available to Parent. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties agree If and to the extent any information required to be furnished in any Section of the Company Disclosure Schedule is contained in this Agreement or in any other Section of the Company Disclosure Schedule, such information shall be deemed to be included in all Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included to the extent that it is reasonably apparent on its face that such disclosure is applicable to such other Section. Disclosure of any reference item or matter in a particular any Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein considered an admission by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission disclosing party that such item or matter (or any non-disclosed item, matter or information of comparable or greater significance) represents a material exception or material eventfact, circumstance, change, effect, development event or condition circumstance or that such item or matter has had or would constitute reasonably be expected to have a Company Material Adverse Effect and (y) Effect, or that such item or matter does in fact exceed any applicable threshold limitation set forth in the Agreement. Such disclosure of any item or matter shall not be construed as an admission by the Company disclosing party of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rightsProperty) or any applicable Law or Order of any Governmental AuthorityBody, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties representations, warranties, covenants or other statements made herein or of disclosing any information required to be disclosed under the Agreement. The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants contained in this Agreement, and do not, except as expressly set forth in the representations and warranties which they qualify, constitute representations and warranties as to the matters described therein. Without limiting The Company shall not be prejudiced in any manner whatsoever, and no presumptions shall be created, by virtue of the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall matter in the Company Disclosure Schedule which otherwise is not required to be construed as an admission or indication that a breach or violation exists or has actually occurreddisclosed by this Agreement.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on from the face of such disclosuretext thereof. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute have a Company Material Adverse Effect Effect, and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties agree that Any matter disclosed in any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed for all purposes of this Agreement and incorporated by reference all other Sections of the Company Disclosure Schedule to the extent that it is reasonably apparent that such disclosure is applicable to such other Sections of the Company Disclosure Schedule. The inclusion of any information in each other any Section of the Company Disclosure Schedule shall not be deemed to which be an admission or acknowledgment or otherwise imply that such information reasonably relates as though fully set forth in such other Section is required to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed in any Section of the Company Disclosure Schedule or that any such matter may result in a Material Adverse Effect or is material to or outside the ordinary course of business of Company or any of its Subsidiaries or the Business (or that any such matter is above any specified threshold). Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in the Company Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and may risks between Purchaser and Company and are not be required intended to be listed therein admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by the terms of any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. In addition, the disclosure of any matter in the Company Disclosure Schedule is not to be deemed an admission that such matter actually constitutes noncompliance with, or a violation of Law, any Permit or Contract or other topic to which such disclosure is applicable. In no event shall the listing disclosure of items or matters disclosed in the Company Disclosure Schedule or the Electronic Data Room be deemed or interpreted to broaden, or otherwise expand the scope of, the broaden Company’s representations and warranties warranties, obligations, covenants, conditions or covenants agreements contained in this Agreement. The mere inclusion of an item headings contained in the Company Disclosure Schedule as an exception to a representation or warranty (x) are for convenience of reference only and shall not be deemed an admission that such item represents a material exception to modify or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by influence the interpretation of the information contained in the Company of any non-compliance with, Disclosure Schedule or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties agree that Company Disclosure Schedule has been arranged, for purposes of convenience only, as separate Parts corresponding to the Sections of Section 3 of this Agreement. Any information set forth in any reference in a particular Section Part of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other Section Parts of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section Parts if a specific cross-reference is made. No reference to the extent the applicability and relevance or disclosure of such information to such any item or other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed matter in the Company Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for informational purposes only and may not be any purpose whatsoever) or that such item or other matter is required to be listed referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to (i) be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement or (ii) constitute a representation or warranty as to the terms materiality of any item disclosed. The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company and Owners contained in this Agreement. In no event shall the listing of items or matters any information in the Company Disclosure Schedule Schedules be deemed or interpreted to broaden, or otherwise expand the scope of, of the Owner’s representations and or warranties or covenants contained in this Agreement. The mere inclusion of an item Capitalized terms used in the Company Disclosure Schedule as an exception to a representation or warranty (x) Schedules shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by have the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under meanings set forth in this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosureapparent. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute have a Company Material Adverse Effect on the Company and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property intellectual property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. (a) The Parties agree Company Disclosure Schedule, the Purchaser Disclosure Schedule and the information and disclosures contained therein relate to and qualify certain of the representations, warranties, covenants and obligations made by Seller, the Company and Purchaser in this Agreement and shall not be construed or otherwise deemed to constitute, any representation, warranty, covenant or obligation of Seller, the Company or any other Person except to the extent explicitly provided in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or obligations. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule or in the Purchaser Disclosure Schedule shall be construed as an admission or indication, in and of itself, that such item represents a material exception or material fact, event or circumstance, that such item has had or would reasonably be expected to have a Company Material Adverse Effect, or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule or in the Purchaser Disclosure Schedule. Such additional matters are set forth for informational purposes only. No reference in the Company Disclosure Schedule or in the Purchaser Disclosure Schedule to any agreement or document, in and of itself, shall be construed as an admission or indication that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in the Company Disclosure Schedule or in the Purchaser Disclosure Schedule relating to any possible breach or violation of, or non-compliance with, any agreement, law or regulation, in and of itself, shall be construed as an admission or indication that any reference such breach, violation or non-compliance exists or has actually occurred, and nothing in a particular Section the Company Disclosure Schedule or in the Purchaser Disclosure Schedule shall constitute an admission of any liability or obligation of any Person to any other Person or shall confer or give any third party any remedy, claim, liability, reimbursement, cause of action or any other right whatsoever. Neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the Company Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. The Company Disclosure Schedule is arranged in sections corresponding to the Sections in this Agreement and (i) any items or matters set forth in Article IV of the Company Disclosure Schedule shall be deemed to be disclosed apply to and incorporated by reference in qualify the Section or subsection of Article IV of this Agreement to which it corresponds and each other Section or subsection of Article IV of this Agreement to the extent the applicability of the disclosure to such other Section or subsection of Article IV of this Agreement is reasonably apparent on its face and (ii) any items or matters set forth in Article V of the Company Disclosure Schedule shall be deemed to apply to and qualify the Section or subsection of Article V of this Agreement to which such information reasonably relates as though fully set forth in such it corresponds and each other Section or subsection of Article V of this Agreement to the extent the applicability and relevance of such information the disclosure to such other Section or subsection of Article V of this Agreement is reasonably apparent on its face. The inclusion of any cross-references to any section or subsection of the face Company Disclosure Schedule, or the failure to include such cross-references, shall not be deemed to mean that the relevance of such disclosureany disclosure is not reasonably apparent for the purposes of the immediately preceding sentence. Certain items and matters may be listed The headings contained in the Company Disclosure Schedule and in the Purchaser Disclosure Schedule are included for informational purposes only convenience and may reference only, and are not intended to limit the effect of the disclosures contained in the Company Disclosure Schedule or the Purchaser Disclosure Schedule or to expand, modify or influence the scope of the information required to be disclosed in the Company Disclosure Schedule or in the Purchaser Disclosure Schedule or the interpretation of this Agreement. Any Contract or other agreement referred to in the Company Disclosure Schedule shall include reference to all exhibits, schedules and purchase orders related thereto to the extent such exhibits, schedules and purchase orders have been made available to Purchaser (other than such documents, which shall not be required to be listed therein by made available, that are on terms which do not differ from those that have been made available to Purchaser in a manner that is materially detrimental to the terms of this AgreementCompany or its Subsidiaries). In no event shall the listing of items or matters Where a reference in the Company Disclosure Schedule be deemed is to any section of any statute or interpreted regulation, such references include any successor to broadenthe section and, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company case of any non-compliance with, or violation ofstatute, any third party rights (including any Intellectual Property rights) rules or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurredregulations promulgated thereunder.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosurethe disclosure made. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property intellectual property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. (a) The Parties agree Company Disclosure Schedule and the information and disclosures contained therein relate to and qualify certain of the representations, warranties, covenants and obligations made by Seller and the Company in this Agreement and shall not be construed or otherwise deemed to constitute, any representation, warranty, covenant or obligation of Seller, the Company or any other Person except to the extent explicitly provided in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or obligations. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication, in and of itself, that such item represents a material exception or material fact, event or circumstance, that such item has had or would reasonably be expected to have a Business Material Adverse Effect, or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes only. No reference in the Company Disclosure Schedule to any agreement or document, in and of itself, shall be construed as an admission or indication that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in the Company Disclosure Schedule relating to any possible breach or violation of, or non-compliance with, any agreement, law or regulation, in and of itself, shall be construed as an admission or indication that any reference such breach, violation or non-compliance exists or has actually occurred, and nothing in a particular Section the Company Disclosure Schedule shall constitute an admission of any liability or obligation of any Person to any other Person or shall confer or give any third party any remedy, claim, liability, reimbursement, cause of action or any other right whatsoever. Neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the Company Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. The Company Disclosure Schedule is arranged in sections corresponding to the Sections in this Agreement and any items or matters set forth in one section or subsection of the Company Disclosure Schedule shall be deemed to be disclosed apply to and incorporated by reference in qualify the Section or subsection of this Agreement to which it corresponds and each other Section or subsection of this Agreement to the extent the relevance of such items or matters to such other Section or subsection of this Agreement is reasonably apparent. The inclusion of any cross-references to any section or subsection of the Company Disclosure Schedule Schedule, or the failure to which include such information reasonably relates as though fully set forth in such other Section cross-references, shall not be deemed to mean that the extent the applicability and relevance of such information to such other Section any disclosure is not reasonably apparent on for the face purposes of such disclosurethe immediately preceding sentence. Certain items and matters may be listed The headings contained in the Company Disclosure Schedule are included for informational purposes only convenience and may reference only, and are not be required intended to be listed therein by limit the terms effect of this Agreement. In no event shall the listing of items or matters disclosures contained in the Company Disclosure Schedule be deemed or interpreted to broadenexpand, modify or otherwise expand influence the scope of, of the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item information required to be disclosed in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company interpretation of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties agree For the purposes of this Agreement, any matter that any reference is disclosed in a particular Section of the Constituent Company Disclosure Schedule in a manner that makes its relevance to one or more other schedules reasonably apparent shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth have been included in such other Section to schedules notwithstanding the extent the applicability and relevance omission of such information to such other Section is reasonably apparent on the face of such disclosurea cross reference thereto. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no No reference to or disclosure of a possible breach any item or violation of any Contract, Law or Order other matter in the Constituent Company Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Constituent Company Disclosure Schedule. The information set forth in the Constituent Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any Contract. The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Equityholders and the Constituent Companies, contained in this Agreement. Nothing in the Constituent Company Disclosure Schedule is intended to broaden the scope of any representation or violation exists warranty contained in this Agreement or has actually occurredcreate any covenant. Matters reflected in the Constituent Company Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Constituent Company Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

Company Disclosure Schedule. The Parties parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Company Disclosure Schedule to which such information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosureapparent. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a Table of Contents representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property intellectual property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any ContractContract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Company Disclosure Schedule. The Parties agree Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 2, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered section in Section 2, and shall not be deemed to relate to or to qualify any other representation or warranty, except where it is reasonably apparent from the wording of such exception or disclosure that such exception or disclosure is intended to qualify such representation or warranty. The inclusion of any reference matter or event in the Company Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms of the Agreement to be disclosed, is material to the Acquired Corporations, whether considered individually or in combination with other matters or events disclosed herein, has resulted in or would result in a particular Section Company Material Adverse Effect or is outside the ordinary course of business. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of law or breach of any Contract. The information in the Company Disclosure Schedule is disclosed confidentially, and Parent and Merger Sub agree by their receipt of the Company Disclosure Schedule that such information shall be deemed held subject to be disclosed and incorporated by reference in each other Section the obligations of the Company Disclosure Schedule to which such Confidentiality Agreement. In disclosing the information reasonably relates as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such disclosure. Certain items and matters may be listed in the Company Disclosure Schedule for informational purposes only and may Schedule, the Company expressly does not be required to be listed therein waive any attorney-client privilege associated with any such information or any protection afforded by the terms “work product doctrine” with respect to any of this Agreement. In no event shall the listing of items or matters in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty (x) shall not be deemed an admission that such item represents a material exception or material event, circumstance, change, effect, development or condition or that such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by the Company of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations and warranties made herein or of disclosing any information required to be disclosed under this Agreement. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurredherein.