Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Telewest Global Inc), Merger Agreement (Telewest Global Inc), Merger Agreement (NTL Inc)

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Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule or the Parent Buyer Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Stock Purchase Agreement

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, Agreement or the other Transaction Documents but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 2 contracts

Samples: Transaction Framework Agreement (Shanda Games LTD), Transaction Framework Agreement (Baidu, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception only to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the relevant party Company that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party the Company that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily reasonably apparent to a reasonable 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.

Appears in 2 contracts

Samples: Merger Agreement (Therma Wave Inc), Merger Agreement (Kla Tencor Corp)

Disclosure Schedule References. (a) The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 2 contracts

Samples: Merger Agreement (ChyronHego Corp), Merger Agreement (ChyronHego Corp)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 2 contracts

Samples: Transaction Agreement (Sovereign Bancorp Inc), Transaction Agreement (Banco Santander, S.A.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule Schedule, as the case may be, shall only 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 relevant party Party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party Party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily reasonably apparent to a reasonable person an individual without independent knowledge of the matter being disclosed 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.

Appears in 2 contracts

Samples: Merger Agreement (Sigma Designs Inc), Merger Agreement (Silicon Laboratories Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person 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.

Appears in 2 contracts

Samples: Merger Agreement (Formfactor Inc), Merger Agreement (Formfactor Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Harris Corp /De/), Asset Purchase Agreement (Tyco Electronics Ltd.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) Article 33 the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) Article 34 any other representations and warranties of such party that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Partnerre LTD)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule Letter shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Merger Agreement (Watchguard Technologies Inc)

Disclosure Schedule References. The parties hereto agree that any matter or reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party that is contained in this Agreement, but only Agreement if the relevance of that matter or reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily reasonably apparent to a reasonable person who has read that matter or reference and such representations and warrantieswarranties (or covenants, without any independent knowledge on the part of the reader regarding the matter(s) so disclosedas applicable).

Appears in 1 contract

Samples: Merger Agreement (Universal Truckload Services, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party Company that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Ku6 Media Co., LTD)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule or the Parent Buyer Disclosure Schedule Schedule, as applicable, shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (UCP, Inc.)

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Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Selling Shareholder Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person an individual 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.

Appears in 1 contract

Samples: Acquisition Agreement (Sigma Designs Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations and warranties of such party that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily reasonably apparent to a reasonable 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.

Appears in 1 contract

Samples: Merger Agreement (Galaxy Digital Holdings Ltd.)

Disclosure Schedule References. The parties hereto Parties agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Seller Disclosure Schedule shall only 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 relevant party Seller that are contained in the corresponding Section of this AgreementAgreement and, and (b) solely in the case of any reference in a particular Section of ‎Article 3 or ‎Article 4 of the Seller Disclosure Schedule, an exception to any other representations and warranties representation or warranty of such party Seller that is contained in this Agreement, but only if Agreement where the relevance of that reference as an exception to (such representation or a disclosure for purposes of) such other representations and warranties warranty would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (PGT Innovations, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Seller Disclosure Schedule, Buyer Disclosure Schedule or the Parent Gain Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Management Disclosure Schedule or the Parent Selling Shareholder Disclosure Schedule shall only 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 relevant party that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent on its face to a reasonable person an individual 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.

Appears in 1 contract

Samples: Share Purchase Agreement (InvenSense Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ac) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement, Agreement and (bii) any other representations and warranties of such party that is contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable person 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Formfactor Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only 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 relevant party Sellers that are contained in the corresponding Section of this Agreement, Agreement and (b) any other representations and warranties of such party Sellers that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent to a reasonable 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Barnes & Noble Inc)

Disclosure Schedule References. The parties hereto agree that any reference in a particular Section of either the Company Disclosure Schedule or the Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) ): (a) the representations and warranties (or covenantscovenants and agreements, as applicable) of the relevant party that are contained in the corresponding Section or subsection of this Agreement, Agreement and (b) any other representations and warranties of such party that is are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such other representations and warranties would be readily apparent on the face of such disclosure to a reasonable 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.

Appears in 1 contract

Samples: Transaction Agreement (Summit Materials, LLC)

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