Common use of Company Disclosure Schedule Clause in Contracts

Company Disclosure Schedule. The representations and warranties contained in Article 3 are qualified by reference to the Company Disclosure Schedule. The parties hereto agree that the Company Disclosure Schedule is 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 Acquisition Sub acknowledge that the Company Disclosure Schedule may include items or information which the Company is not required to disclose under this Agreement. Inclusion of information in the Company Disclosure Schedule shall not be construed as an admission that such information is material to the Company. Parent and Acquisition Sub acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule 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 Schedule. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained in the Company Disclosure Schedule are not all-inclusive. Information contained in various schedules contained in the Company Disclosure Schedule or sections and subsections of the schedules contained in the Company Disclosure Schedule may be applicable to other schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained in the Company Disclosure Schedule shall be deemed to be disclosed under each and every part, category or heading of the Company Disclosure Schedule and all other schedules contained therein 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 readily apparent on the face of the disclosure in the Company Disclosure Schedule without further inquiry.

Company Disclosure Schedule. The representations and warranties contained in Article 3 are qualified by reference to the Company Disclosure Schedule. The parties hereto agree that the Company Disclosure Schedule is 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 Acquisition Sub acknowledge that the Company Disclosure Schedule may include items or information which the Company is not required to disclose under this Agreement. Inclusion of information in the Company Disclosure Schedule shall not be construed as an admission that such information is material to the Company. Parent and Acquisition Sub acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule 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 Schedule. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained in the Company Disclosure Schedule are not all-inclusive. Information contained in various schedules contained in the Company Disclosure Schedule or sections and subsections of the schedules contained in the Company Disclosure Schedule may be applicable to other schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained in the Company Disclosure Schedule shall be deemed to be disclosed under each and every part, category or heading of the Company Disclosure Schedule and all other schedules contained therein 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 readily apparent reasonably on the face of the disclosure in the Company Disclosure Schedule without further inquirySchedule.

Company Disclosure Schedule. The disclosures in the Company Disclosure Schedule in a given section of the Company Disclosure Schedule are to be taken as relating to the representations and warranties contained of Sellers and the Company in Article 3 are qualified other sections in the Company Disclosure Schedule to the extent it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other sections, notwithstanding the fact that the Company Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Company Disclosure Schedule and notwithstanding that a particular representation and warranty may not make a reference to the Company Disclosure Schedule. The parties hereto agree that the Company Disclosure Schedule is 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 Acquisition Sub acknowledge that the Company Disclosure Schedule may include items or information which the Company is not required to disclose under this Agreement. Inclusion inclusion of information in the Company Disclosure Schedule shall not be construed as an admission that such information is material to the Company. Parent and Acquisition Sub acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement Seller or the Company Disclosure Scheduleor any Subsidiary. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained In addition, matters reflected in the Company Disclosure Schedule are not all-inclusivenecessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Schedule. Information Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in various schedules contained this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such amount, or sections higher or lower amounts, or the item so included or other items, are or are not material, and subsections no party shall use the fact of the schedules contained setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Company Disclosure Schedule may be applicable to other schedules is or sections and subsections andis not material for purposes of this Agreement. Further, accordinglyneither the specification of any item or matter in any representation, every matter, document warranty or covenant contained in this Agreement nor the inclusion of any specific item referred to, set forth or described in one schedule contained in the Company Disclosure Schedule shall be deemed is intended to be disclosed under each and every partimply that such item or matter, category or heading of the Company Disclosure Schedule and all other schedules contained therein and shall be deemed to qualify the representations and warranties of the Company items or matters, are or are not in the Agreementordinary course of business, and no party shall use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to the extent that the applicability of such matterwhether any obligation, document item or item is readily apparent on the face of the disclosure matter not described herein or included in the Company Disclosure Schedule without further inquiry.is or is not in the ordinary course of business for purposes of this Agreement. Prior to the Closing, the Company shall have the right to supplement, modify or update the Company Disclosure Schedule with any matter hereafter arising or for which the Company or Sellers obtain knowledge after the date hereof to ensure the correctness thereof. Any such supplements, modifications and updates shall be given effect for purposes of Article VII or Article X.

Company Disclosure Schedule. The representations and warranties contained All capitalized terms not defined in Article 3 are qualified by reference to the Company Disclosure Schedule. The parties hereto agree that the Company Disclosure Schedule is not intended shall have the meanings ascribed to constitute, and shall not be construed as constituting, representations or warranties of the Company except as and to the extent expressly provided them in this Agreement. Parent and Acquisition Sub acknowledge Purchaser shall not be entitled to claim that any fact or combination of facts constitutes a breach of any of the representations, warranties or covenants contained in this Agreement if and to the extent that such fact or combination of facts has been disclosed in any section of the Company Disclosure Schedule may include items in sufficient detail to put a reasonable person on notice of the relevance of the facts or information which circumstances so disclosed. The inclusion of any item in any section of the Company Disclosure Schedule (i) does not constitute an admission by the Company, or to otherwise imply, that any such matter is not material, is required to disclose be disclosed under this AgreementAgreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement and (ii) does not represent a determination by the Company that such item did not arise in the ordinary course of business. Inclusion In no event shall the listing of information any matter in the Company Disclosure Schedule shall not be construed as an admission that such information is material deemed or interpreted to expand the scope of the Company’s representations, warranties and/or covenants set forth in this Agreement. Parent and Acquisition Sub acknowledge that headings have been inserted on the individual schedules included No disclosure in the Company Disclosure Schedule for the convenience of reference only and shall not affect the construction a possible breach or interpretation violation of any of contract or Law shall be construed as a representation or admission that such breach or violation has occurred or exists. Notwithstanding anything to the provisions of the Agreement or the Company Disclosure Schedule. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained in the Company Disclosure Schedule are not all-inclusive. Information contained in various schedules contained contrary in the Company Disclosure Schedule or sections this Agreement, the information and subsections of the schedules disclosures contained in the Company Disclosure Schedule may be applicable to other schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained in each section of the Company Disclosure Schedule shall be deemed to be disclosed under and incorporated by reference in each and every part, category or heading other section of the Company Disclosure Schedule and all other schedules contained therein and shall be deemed to qualify the representations and warranties of the Company in the Agreement, to the extent that which the applicability of such matter, document or item disclosure is readily reasonably apparent on the face of the disclosure Company Disclosure Schedule, as though fully set forth in such other section. All attachments to the Company Disclosure Schedule are incorporated by reference into the Company Disclosure Schedule. The information contained in the Company Disclosure Schedule without further inquiryis in all events provided to Parent subject to the Confidentiality Agreement.

Company Disclosure Schedule. The In connection with the execution of this Agreement, the Company delivered to Buyer and Merger Sub the Company Disclosure Schedule setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) in response to an express disclosure requirement contained in a provision hereof or (b) as an exception to one or more representations and or warranties contained in Article 3 are qualified by reference III or to one or more of the Company Disclosure ScheduleCompany’s covenants contained in Article V or Article VI. The parties hereto agree that the Company Disclosure Schedule is not intended to constitute, constitutes an integral part of this Agreement and shall not are hereby incorporated herein. There may be construed as constituting, representations or warranties of the Company except as and to the extent expressly provided in this Agreement. Parent and Acquisition Sub acknowledge that the Company Disclosure Schedule may include items or information which the Company is not required to disclose under this Agreement. Inclusion of information in the Company Disclosure Schedule shall not be construed as an admission that such information is material to the Company. Parent and Acquisition Sub acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule and elsewhere in this Agreement items and information that are not “material,” and such inclusion will not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” and will not be used as a basis for interpreting the convenience terms “material,” “materially,” “materiality,” Company Material Adverse Effect or any word or phrase of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Company Disclosure Schedulesimilar import used herein. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained Matters reflected in the Company Disclosure Schedule are not all-inclusive. Information contained in various schedules contained necessarily limited to matters required by this Agreement to be disclosed in the Company Disclosure Schedule or sections and subsections of the schedules contained in the Company Disclosure Schedule may be applicable to other schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained in the Company Disclosure Schedule shall be deemed to be disclosed under each and every part, category or heading of the Company Disclosure Schedule and all other schedules contained therein 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 readily apparent on the face of the Schedule. No disclosure in the Company Disclosure Schedule without further inquiryrelating to a possible breach or violation of any Contract, law or order of any Governmental Authority will be construed as an admission or indication that such breach or violation exists or has occurred. Any disclosures in the Company Disclosure Schedule that refer to a document are qualified in their entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in the Company Disclosure Schedule and not otherwise defined therein has the meaning given to such term in this Agreement. Any headings set forth in the Company Disclosure Schedule are for convenience of reference only and do not affect the meaning or interpretation of any of the disclosures set forth in the Company Disclosure Schedule. The disclosure of any matter in any section of the Company Disclosure Schedule will be deemed to be a disclosure by the Company to each other section of the Company Disclosure Schedule to which such disclosure’s relevance is reasonably apparent on its face. The listing of any matter on the Company Disclosure Schedule shall expressly not be deemed to constitute an admission by such Party, or to otherwise imply, that any such matter is material, is required to be disclosed by such Party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. In no event shall the listing of any matter in the Company Disclosure Schedule be deemed or interpreted to expand the scope of such the Company’s representations, warranties or covenants set forth in this Agreement.

Company Disclosure Schedule. The representations and warranties contained in Article 3 and Article 4 are qualified by reference to the Company Disclosure Schedule. The parties hereto Parties agree that the Company Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company or the Seller Parties, as applicable, except as and to the extent expressly provided in this Agreement. Parent and Acquisition Sub Purchaser acknowledge that the Company Disclosure Schedule may include items or information which the Company is or the Seller Parties are not required to disclose under this Agreement. Inclusion of information in the Company Disclosure Schedule shall not be construed as an admission that such information is material to the CompanyCompany or the Seller Parties. Parent and Acquisition Sub Purchaser acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule 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 Schedule. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained in the Company Disclosure Schedule are not all-inclusiveall‑inclusive. Information contained in various schedules contained in the Company Disclosure Schedule or sections and subsections of the schedules contained in the Company Disclosure Schedule may be applicable to other schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained in the Company Disclosure Schedule shall be deemed to be disclosed under each and every part, category or heading of the Company Disclosure Schedule and all other schedules contained therein 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 readily reasonably apparent on the face of the such disclosure in the Company Disclosure Schedule without further inquiryreference to any underlying documentation. Section 11.15.

Company Disclosure Schedule. The representations and warranties contained in Article 3 and Article 4 are qualified by reference to the Company Disclosure Schedule. The parties hereto Parties agree that the Company Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company or the Seller Parties, as applicable, except as and to the extent expressly provided in this Agreement. Parent and Acquisition Sub Purchaser acknowledge that the Company Disclosure Schedule may include items or information which the Company is or the Seller Parties are not required to disclose under this Agreement. Inclusion of information in the Company Disclosure Schedule shall not be construed as an admission that such information is material to the CompanyCompany or the Seller Parties. Parent and Acquisition Sub Purchaser acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule 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 Schedule. Cross references that may be contained in certain schedules contained in the Company Disclosure Schedule to other schedules contained in the Company Disclosure Schedule are not all-inclusiveall‑inclusive. Information contained in various schedules contained in the Company Disclosure Schedule or sections and subsections of the schedules contained in the Company Disclosure Schedule may be applicable to other schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained in the Company Disclosure Schedule shall be deemed to be disclosed under each and every part, category or heading of the Company Disclosure Schedule and all other schedules contained therein 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 readily reasonably apparent on the face of the such disclosure in the Company Disclosure Schedule without further inquiryreference to any underlying documentation.