Common use of Company Disclosure Letter References Clause in Contracts

Company Disclosure Letter References. The Parties agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding Section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on its face; provided that, with respect to Section 3.12(b), only items (if any) disclosed against Section 3.12(b) of the Company Disclosure Letter shall be deemed disclosure with respect to Section 3.12(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Cvent Holding Corp.)

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Company Disclosure Letter References. The Parties agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) only (a) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding Section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on its facethe face of such disclosure; provided thatprovided, with respect to Section 3.12(b)however, that only items (if any) disclosed against Section 3.12(b) of the Company Disclosure Letter shall be deemed disclosure disclosed with respect to Section 3.12(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powerschool Holdings, Inc.)

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Company Disclosure Letter References. The Parties agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding Section or subsection of this Agreement; and (b) any other representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on its face; provided thatthe face of such disclosure, other than with respect to Section 3.12(b)any matters required to be disclosed for purposes of Sections 3.1, and 3.7, which matters shall only items (if any) be disclosed against Section 3.12(b) by specific disclosure in the respective corresponding section of the Company Disclosure Letter shall be deemed disclosure with respect to Section 3.12(b)Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cambrex Corp)

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