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 except to the extent set forth 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 to any third party of any non-compliance with, or violation of, any third party rights (including any Intellectual Property rights) or any applicable 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, applicable Law or Order shall be construed as an admission or indication to any third party that a breach or violation exists or has actually occurred. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that, solely for purposes of Section 251 of the DGCL, the Company Disclosure Schedule is not incorporated by reference into, and shall not be deemed to constitute a part of, this Agreement or the “agreement of merger.”

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. 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. Disclosures on the Company Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections of this Agreement, and any disclosure set forth on any section thereof shall be deemed to be disclosed by the Company for all sections of this Agreement and 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 this Agreement or such other sections of the Company Disclosure Schedule. The Parties agree that headings contained in the Company Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained therein or in this Agreement. The inclusion of any reference information in a particular Section any section of the Company Disclosure Schedule shall not be deemed to be disclosed and incorporated an admission or acknowledgment by reference the Company or otherwise imply that such information is required to be listed in each other Section any section of the Company Disclosure Schedule or that any such matter rises to which such information reasonably relates as though fully set forth in such other Section a Company Material Adverse Effect, or is material to or outside the extent the applicability and relevance ordinary course of such information to such other Section is reasonably apparent on the face of such disclosurebusiness. Certain items and matters may be listed Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected therein. Such additional matters are set forth for informational purposes only and may do not be required to be listed therein by the terms necessarily include other matters of this Agreementa similar nature. In no event shall the listing of items or matters All references in the Company Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope ofenforceability of agreements with third parties, the representations 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 warranties risks between the Company, Purchaser and Parent and are not intended to be admissions against interests, give rise to any inference or covenants contained in this Agreementproof of accuracy, be admissible against any Party by any Person who is not a Party or give rise to any claim or benefit to any Person who is not a Party. The mere inclusion In addition, the disclosure of an item any matter in the Company Disclosure Schedule as an exception is not to a representation or warranty (x) shall not be deemed an admission that such item represents matter actually constitutes noncompliance with or a material exception violation of applicable Law, Governmental Authorization or material event, circumstance, change, effect, development Contract or condition or that other topic to which such item would constitute a Company Material Adverse Effect and (y) shall not be construed as an admission by disclosure is applicable. No reference in 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 Disclosure Schedule shall by itself be construed as an admission or indication that a breach Contract or violation exists other document is enforceable or has actually occurredcurrently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in the Company Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the terms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the specific terms and conditions of such Contract or other document.

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. 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. This Disclosure Schedule ( this “Disclosure Schedule”) is part of and delivered pursuant to that certain Securities Purchase Agreement, dated as of January 3, 2018 (the “Agreement”), between Hyrecar Inc (the “Company”) and each Purchaser identified on the signature pages thereto. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The Parties agree section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any reference in a particular Section of the Company Disclosure Schedule information disclosed herein under any section number shall be deemed to be disclosed and incorporated by reference in each into any other Section of section number under the Company Disclosure Schedule to which Agreement where such information reasonably relates as though fully set forth in disclosure would be appropriate and such other Section to the extent the applicability and relevance of such information to such other Section appropriateness is reasonably apparent on from the face of such disclosure. Certain items and matters may be listed Nothing in the Company this Disclosure Schedule for informational purposes only and may not be required is intended 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 broaden 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 any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (x1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, 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, to any third party rights (including any Intellectual Property rights) concerning such item. This Disclosure Schedule includes brief descriptions or any Law or Order summaries of any Governmental Authoritycertain agreements and instruments, such disclosures having been made solely for the purposes copies of creating exceptions which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the representations text of the documents described, true and warranties made herein complete copies of which have been provided to the Investors or their respective counsel. Schedule 3.1(g) Burdensome Obligations ● The insurance policy issued under that certain Certificate of disclosing any information required to be disclosed under this AgreementLiability Insurance, dated March 28 2017. 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.37 Schedule 3.1(q) Affiliate Transactions

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 agree following Schedule is being provided pursuant to the requirements of Articles 2 and 4 of that any reference in certain Agreement and Plan of Merger and Reorganization by and among IPORUSSIA, Inc., a particular Section Delaware corporation (“Parent”), Xxxxx.xxx Holdings Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Xxxxx.xxx Holdings, Inc., a Delaware corporation (the “Company”), dated December 21, 2007 (the “Agreement”). The Sections identified below are those specifically requested under the provisions of Article 2 of the Agreement. To the extent that the Company has not provided a Schedule pertaining to any representation and warranty contained in Articles 2 and 4 of the Agreement, there are no applicable exceptions thereto, as of the date of the Agreement. Certain capitalized terms used in the following Schedule have the meanings as set forth in the Agreement. Any item included on this Disclosure Schedule with respect to any subsection of the Agreement shall be deemed to be disclosed and incorporated by reference in relate to each other Section 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 to such other Section relationship is reasonably apparent on the face of such disclosureapparent. Certain items and matters may be listed Nothing in the Company this Disclosure Schedule for informational purposes only and may not be required is intended to be listed therein by the terms of this Agreement. In no event shall the listing of items expand 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 diminish (other than as an exception to a representation or warranty of the Company contained in the Agreement) or to create any covenant on the part of the Company. Inclusion of any item in this Disclosure Schedule (xi) except to the extent expressly stated in this Disclosure Schedule, does not represent a determination by the Company that such item is “material,” nor shall it be deemed to establish a standard of materiality; (ii) does not represent a determination by the Company that such item did not arise in the ordinary course of business and (iii) shall not constitute, or be deemed to be, an admission to any party concerning any item set forth herein. To the extent that such item represents a material exception this Disclosure Schedule provides descriptions or material event, circumstance, change, effect, development summaries of documents 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 Authorityinstruments, such disclosures having been made solely descriptions or summaries are not necessarily complete but are meant to identify certain documents and instruments which may be reviewed by Company for the purposes of creating exceptions to the representations their complete terms and warranties made herein or of disclosing any information required to be disclosed under this Agreementcontents. 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.Schedule 2.2

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.

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.