Common use of Company Disclosure Schedule Clause in Contracts

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 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 Purchaser acknowledge that the Company Disclosure Schedule may include items or information which the Company 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 Company or the Seller Parties. Parent and 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‑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 reasonably apparent on the face of such disclosure without reference to any underlying documentation.

Company Disclosure Schedule. The representations and warranties contained Company Disclosure Schedule is qualified in Article 3 and Article 4 are qualified its entirety by reference to the Company Disclosure Schedule. The Parties agree that the Company Disclosure Schedule specific provisions of this Agreement, and is not intended to constitute, and shall not be construed as constituting, representations representations, warranties, covenants or warranties agreements of the Company or the Seller Parties, as applicable, except as and to the extent expressly provided in this AgreementSeller. Parent and Purchaser acknowledge that the The Company Disclosure Schedule may include items and the information and disclosures contained therein are intended only to qualify and limit, or information which constitute a disclosure for purposes of, the representations, warranties and covenants of the Company or and the Seller Parties are contained in this Agreement and shall not required be deemed to disclose under expand in any way the scope or effect of any such representations, warranties or covenants. Reference to any document, contract or agreement, including this Agreement, therein is deemed to include any and all exhibits, schedules and annexes hereto. Inclusion of information in the The Company Disclosure Schedule shall not be construed as an admission that such information is material arranged in numbered and lettered Sections and sub-Sections corresponding to the Company or the Seller Parties. Parent numbered and Purchaser acknowledge that headings have been inserted on the individual schedules included in the Company Disclosure Schedule for the convenience of reference only lettered Sections 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 sub-Sections contained in certain schedules contained this Agreement and the disclosure 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 any Section or sections and subsections sub-Section 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 qualify the corresponding Sections or sub-Sections contained in this Agreement, and the other Sections and sub-Sections contained in this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other Sections and sub-Sections. The inclusion of any information in the Company Disclosure Schedule, or in any update thereto, shall not be disclosed under each deemed to be an admission or acknowledgment or otherwise imply that such information is or is not material, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect, or is outside the ordinary course of business or inconsistent with past practice. Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected therein. Any additional matters set forth therein are set forth for informational purposes, do not necessarily include other matters of a similar nature and every partshall not be deemed to be an admission that such items must or should be disclosed. Disclosure in the Company Disclosure Schedule of any allegations with respect to any alleged failure to perform, category or heading breach or default of a contractual or other duty or obligation, is not an admission that such has in fact occurred. The annexes, exhibits or schedules to the Company Disclosure Schedule, if any, form an integral part of the Company Disclosure Schedule and are incorporated by reference for all other schedules purposes as if set forth fully therein. The information contained therein and shall be deemed in the Company Disclosure Schedule is in all events subject to qualify the representations and warranties Confidentiality Agreement. In disclosing the information contained in Company Disclosure Schedule Letter, each of the Seller and Company in expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the Agreement, to the extent that the applicability of such matter, document or item is reasonably apparent on the face of such disclosure without reference work-product doctrine with respect to any underlying documentationof the matters disclosed or discussed therein.

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 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 or the Seller Parties, as applicable, except as and to the extent expressly provided in this Agreement. Parent and Purchaser Acquisition Sub acknowledge that the Company Disclosure Schedule may include items or information which the Company or the Seller Parties are 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 or the Seller PartiesCompany. Parent and Purchaser 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‑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 reasonably apparent on the face of such the disclosure without reference to any underlying documentationin the Company Disclosure Schedule.

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 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 or the Seller Parties, as applicable, except as and to the extent expressly provided in this Agreement. Parent and Purchaser Acquisition Sub acknowledge that the Company Disclosure Schedule may include items or information which the Company or the Seller Parties are 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 or the Seller PartiesCompany. Parent and Purchaser 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‑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 reasonably readily apparent on the face of such the disclosure in the Company Disclosure Schedule without reference to any underlying documentationfurther inquiry.

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 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 Article 4 are qualified by notwithstanding that a particular representation and warranty may not make a reference to the Company Disclosure Schedule. The 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 Purchaser acknowledge that the Company Disclosure Schedule may include items or information which the Company or the Seller Parties are 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 any Seller or the Company or the Seller Partiesany Subsidiary. Parent and 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 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 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 be deemed 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 be disclosed under each and every partwhether any obligation, category item or heading of matter not described herein or included in the Company Disclosure Schedule 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 all other schedules contained therein and updates shall be deemed to qualify the representations and warranties given effect for purposes of the Company in the Agreement, to the extent that the applicability of such matter, document Article VII or item is reasonably apparent on the face of such disclosure without reference to any underlying documentation.Article X.

Company Disclosure Schedule. The representations and warranties contained All capitalized terms not defined in Article 3 and Article 4 are qualified by reference to the Company Disclosure Schedule. The Parties 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 or the Seller Parties, as applicable, except as and to the extent expressly provided them in this Agreement. Parent and Purchaser acknowledge 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 the Seller Parties are not to otherwise imply, that any such matter is 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 Company or scope of the Seller PartiesCompany’s representations, warranties and/or covenants set forth in this Agreement. Parent and Purchaser 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 reasonably apparent on the face of the Company Disclosure Schedule, as though fully set forth in such disclosure without 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 is in all events provided to any underlying documentationParent 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 and III or to one or more of the Company’s covenants contained in Article 4 are qualified by reference to the Company Disclosure ScheduleV or Article VI. The Parties 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 or the Seller Parties, as applicable, except as and to the extent expressly provided in this Agreement. Parent and Purchaser acknowledge that the Company Disclosure Schedule may include items or information which the Company 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 Company or the Seller Parties. Parent and Purchaser 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‑inclusivenecessarily limited to matters required by this Agreement to be disclosed in the Company Disclosure Schedule. Information contained in various schedules contained No disclosure in the Company Disclosure Schedule relating to a possible breach or sections and subsections violation of the schedules contained 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 may be applicable 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 schedules or sections and subsections and, accordingly, every matter, document or item referred to, set forth or described in one schedule contained attachments thereto. Any capitalized term used in the Company Disclosure Schedule shall be deemed and not otherwise defined therein has the meaning given to be disclosed under each such term in this Agreement. Any headings set forth in the Company Disclosure Schedule are for convenience of reference only and every part, category do not affect the meaning or heading 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 and all other schedules contained therein and shall will be deemed to qualify be a disclosure by the representations and warranties Company to each other section of the Company in the Agreement, Disclosure Schedule to the extent that the applicability of which such matter, document or item disclosure’s relevance is reasonably apparent on its face. The listing of any matter on the face 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 disclosure without reference to any underlying documentationthe Company’s representations, warranties or covenants set forth in this Agreement.