Common use of Disclosure Letter References Clause in Contracts

Disclosure Letter References. The parties hereto 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 the face of such disclosure.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Endo, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)

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Disclosure Letter References. The parties hereto agree that the disclosure set forth Each item disclosed in any particular section or subsection of the Company a Party’s Disclosure Letter shall be deemed to be shall, for all purposes in this Agreement, constitute an exception to (orto, or as applicable, a disclosure for the purposes of) (a) , the representations and warranties (or covenants, as applicable) of the Company that are to which it makes express reference and shall also be deemed to be disclosed or set forth for the purposes of every other part in the corresponding section or subsection of this Agreement, and (b) any other such Party’s Disclosure Letter relating to such Party’s representations and warranties (or covenants, as applicable) of the Company that are set forth in this Agreement, but Agreement to the extent a cross-reference within such Disclosure Letter is expressly made to such other part in the case of this clause (b) only if such Disclosure Letter or the relevance of that disclosure such item as an exception to (to, or a as applicable, disclosure for purposes of) , such other representations and warranties (or covenants, as applicable) section of this Agreement is reasonably apparent on the face of such disclosure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Resource Capital Corp.), Agreement and Plan of Merger (Resource America, Inc.)

Disclosure Letter References. The parties hereto 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) (ai) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding section or subsection of this Agreement, Agreement and (bii) 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 (bii) 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 the face of such disclosure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)

Disclosure Letter References. (a) The parties hereto Parties agree that the disclosure set forth in any particular section or subsection of the Company Disclosure Letter shall will be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ai) the representations and warranties (or covenants, as applicable) of the Company that are set forth in the corresponding section Section or subsection of this Agreement, ; and (bii) 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 (bii) only if to the extent 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 the face of such disclosure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Embark Technology, Inc.)

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Disclosure Letter References. The parties hereto 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 the face of such disclosure. The Company Disclosure Letter shall not be deemed to be part of this Agreement but shall instead constitute facts ascertainable incorporated herein by reference for purposes of Section 251 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.)

Disclosure Letter References. The parties hereto 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 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 the face of such disclosure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vector Group LTD)

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