Common use of Disclosure Schedule References and SEC Document References Clause in Contracts

Disclosure Schedule References and SEC Document References. (a) The parties hereto agree that any reference in a particular Section of the 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 the Company that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of 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 would be reasonably apparent to a person who has read that reference and such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed. (b) The parties hereto agree that any information contained in any part of any Filed SEC Document shall only be deemed to be an exception to (or a disclosure for purposes of) the Company’s representations and warranties if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably apparent to a person who has read that information concurrently with such representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed; provided that in no event shall any information contained in any part of any Filed SEC Document entitled “Risk Factors” or containing a description or explanation of “Forward-Looking Statements” be deemed to be an exception to (or a disclosure for purposes of) any representations and warranties of the Company contained in this Agreement.

Appears in 6 contracts

Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)

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Disclosure Schedule References and SEC Document References. (a) The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, or a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) covenants of the Company that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of 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 would be reasonably readily apparent to a reasonable person who has read that reference and such the representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed. (b) The parties hereto agree that any information contained in any part of any Filed SEC Document shall only be deemed to be an exception to (or a disclosure for purposes of) the Company’s representations and warranties if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably readily apparent to a reasonable person who has read that information concurrently with such and the representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed; provided that in no event shall any information contained in any part of any Filed SEC Document entitled “Risk Factors” or containing a description or explanation of “Forwardforward-Looking Statementslooking statements” be deemed to be an exception to (or a disclosure for purposes of) any representations and warranties of the Company contained in this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Genentech Inc), Merger Agreement (Roche Investments USA Inc.)

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Disclosure Schedule References and SEC Document References. (a) The parties hereto agree that any reference in a particular Section of the Company Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, or a disclosure for purposes of) (i) the representations and warranties (or covenants, as applicable) covenants of the Company that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of 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 would be reasonably readily apparent to a reasonable person who has read that reference and such the representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed. (b) The parties hereto agree that any information contained in any part of any Filed Company SEC Document shall only be deemed to be an exception to (or a disclosure for purposes of) the Company’s representations and warranties if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be reasonably readily apparent to a reasonable person who has read that information concurrently with such and the representations and warranties, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed; provided provided, that in no event shall any information contained in any part of any Filed Company SEC Document entitled “Risk Factors” or containing a description or explanation of “Forwardforward-Looking Statementslooking statements” be deemed to be an exception to (or a disclosure for purposes of) any representations and warranties of the Company or its Subsidiaries contained in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emmis Communications Corp)

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