Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. 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 other Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included to the extent the relevance of such disclosure to such Sections is readily apparent on its face. Disclosure of any fact or item in any Section of the Company Disclosure Schedules shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party of any non-compliance with, or violation of, any third party rights (including but not limited to any intellectual property rights) or any Applicable Law of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under the Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Labarge Inc), Agreement and Plan of Merger (Ducommun Inc /De/)

AutoNDA by SimpleDocs

Disclosure Schedule References. 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 other Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included only to the extent the relevance of that it is reasonably and readily apparent that such disclosure is applicable to such Sections is readily apparent on its faceother Section. Disclosure of any fact or item in any Section of the Company Disclosure Schedules shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party of any non-compliance with, or violation of, any third party Third Party rights (including but not limited to any intellectual property Intellectual Property rights) or any Applicable Law of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under the Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Razor Holdco Inc.), Agreement and Plan of Merger (Thermadyne Holdings Corp /De)

Disclosure Schedule References. 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 other Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included only to the extent the relevance of that it is reasonably apparent that such disclosure is applicable to such Sections is readily apparent on its faceother Section. Disclosure of any fact or item in any Section of the Company Disclosure Schedules Schedule shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party of any non-compliance with, or violation of, any third party rights (including but not limited to any intellectual property Intellectual Property rights) or any Applicable Law of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under the Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Victor Technologies Group, Inc.), Agreement and Plan of Merger (Colfax CORP)

Disclosure Schedule References. If and to the extent any information required to be furnished in any Section of the Company a Disclosure Schedule is contained in this Agreement or in any other Section of the Company such Disclosure Schedule, such information shall be deemed to be included in all other Sections of the Company such Disclosure Schedule in which the information would otherwise be required to be included to the extent so long as the relevance of such disclosure information to such other Sections is readily reasonably apparent on its face. Disclosure of any fact or item in any Section of the Company a Disclosure Schedules shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party of any non-compliance with, or violation of, any third party rights (including but not limited to any intellectual property Intellectual Property rights) or any Applicable Law of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under the Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Rehabcare Group Inc)

Disclosure Schedule References. If and to The parties hereto agree that any reference in a particular Section of either the extent any information required Disclosure Schedules or the Buyer Disclosure Schedules (the “Schedules”) shall be deemed to be furnished 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 any the corresponding Section of the Company Disclosure Schedule this Agreement and (b) any other representations and warranties of such party that 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 other Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included to the extent if the relevance of such disclosure that reference as an exception to such Sections is readily apparent on its face. Disclosure of any fact or item in any Section of the Company Disclosure Schedules shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information 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 specific provisions of comparable or greater significance) represents a material exception or factthis Agreement. The Schedules to this Agreement are not intended to constitute, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as, an admission or indication that any such fact or item is required to 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, and no disclosure in the Schedules to this Agreement relating to any possible breach or violation of any agreement or Law shall be construed as an admission by the disclosing party of or indication that any non-compliance with, such breach or violation of, exists or has actually occurred. References in any third party rights (including but not limited Schedules to this Agreement to any intellectual property rights) agreement, plan, instrument, document or any Applicable Law of any Governmental Authority, such disclosures having been legal PR01/ 1471369.15 proceeding are qualified in their entirety by reference to more detailed information in documents attached thereto or previously delivered or made solely for the purposes of creating exceptions available to the representations made herein or of disclosing any information required to be disclosed under the AgreementBuyer and its representatives.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)

AutoNDA by SimpleDocs

Disclosure Schedule References. 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 other Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included to the extent that the relevance of such disclosure is reasonably apparent from its face to be applicable to such other Sections is readily apparent on its faceof the Company Disclosure Schedule. Disclosure of any fact or item in any Section of the Company Disclosure Schedules Schedule shall not be considered an admission by the disclosing party Company that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or ParentCompany, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party Company of any non-compliance with, or violation of, any third party rights (including but not limited to any intellectual property rights) or any Applicable Law of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under the Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

Disclosure Schedule References. If and to the extent any information required to be furnished in any Section of the Company a Disclosure Schedule is contained in this Agreement or in any other Section of the Company such Disclosure Schedule, such information shall be deemed to be included in all other Sections of the Company such Disclosure Schedule in which the information would otherwise be required to be included to the extent so long as the relevance of such disclosure information to such other Sections is readily reasonably apparent on its face. Disclosure of any fact or item in any Section of the Company a Disclosure Schedules shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party of any non-compliance with, or violation of, any third party rights (including but not limited to any intellectual property Intellectual Property rights) or any Applicable Law 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 the Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metropolitan Health Networks Inc)

Disclosure Schedule References. 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 other Sections of the Company Disclosure Schedule in which the information would otherwise be required to be included to the extent the relevance of such disclosure to such Sections if it is readily apparent on its facethat such disclosure is applicable to such other Sections of the Company Disclosure Schedule. Disclosure of any fact or item in any Section of the Company Disclosure Schedules shall not be considered an admission by the disclosing party that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company or Parent, as the case may be, or that such item or fact will in fact exceed any applicable threshold limitation set forth in the Agreement and shall not be construed as an admission by the disclosing party of any non-compliance with, or violation of, any third party rights (including but not limited to any intellectual property rights) or any Applicable Law law, regulation, order, judgment or decree of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under the Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Time is Money Join Law Insider Premium to draft better contracts faster.