Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Seller Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of Seller that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties (or covenants, as applicable) of Seller that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) are reasonably apparent on its face.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Universal Electronics Inc), Asset Purchase Agreement (Zilog Inc)

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Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Seller Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of Seller the Company that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties (or covenants, as applicable) of Seller the Company that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) are reasonably apparent on its faceapparent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Axway Inc.), Agreement and Plan of Merger (Tumbleweed Communications Corp)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Seller Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) of Seller the Company that are contained in the corresponding Section of this Agreement Agreement, and (ii) any other representations and warranties (or covenants, as applicable) of Seller the Company that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) are reasonably apparent on its faceapparent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Hyperion Solutions Corp)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Seller Disclosure Schedule or the Buyer Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of Seller the relevant party that are contained in the corresponding Section of this Agreement and (iib) any other representations and warranties (or covenants, as applicable) of Seller such party that are is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) are reasonably apparent on its facewould be readily apparent.

Appears in 1 contract

Samples: Stock Purchase Agreement (1 800 Flowers Com Inc)

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Disclosure Schedule References. The parties hereto agree that any reference in a particular Section section or subsection of the Seller Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of Seller the Company or Parents as applicable, that are contained in the corresponding Section section of this Agreement and (iib) any other representations and warranties (of the Company or covenantsParents, as applicable) of Seller , that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) are is reasonably apparent on its facethe face of such disclosure.

Appears in 1 contract

Samples: Sale and Subscription Agreement (Allegro Microsystems, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of the Seller Company Disclosure Schedule or the Selling Shareholder Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of Seller the relevant party that are contained in the corresponding Section of this Agreement and (iib) any other representations and warranties (or covenants, as applicable) of Seller such party that are is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenants, as applicable) are reasonably would be readily apparent on its faceto an individual who has read that reference and such representations and warranties.

Appears in 1 contract

Samples: Acquisition Agreement (Sigma Designs Inc)

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