Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedule 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 3 contracts

Samples: Merger Agreement, Merger Agreement (Horizon Pharma PLC), Merger Agreement (Raptor Pharmaceutical Corp)

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Disclosure Schedule References. The parties hereto agree that the disclosure set forth any reference in any a particular section or subsection of the Company 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 Company or Parents as applicable, that are set forth contained in the corresponding section or subsection of this Agreement, Agreement and (b) any other representations and warranties (of the Company or covenantsParents, as applicable) of the Company , that are set forth contained in this Agreement, but in the case of this clause (b) only if the relevance of that disclosure reference 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: Sale and Subscription Agreement (Allegro Microsystems, Inc.), Sale and Subscription Agreement (Allegro Microsystems, Inc.)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedule Schedules 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, without reference to the underlying documents referenced therein and without independent knowledge of the matters described therein.

Appears in 2 contracts

Samples: Investment Agreement (RingCentral, Inc.), Investment Agreement (Avaya Holdings Corp.)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedule Schedules 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 1 contract

Samples: Investment Agreement (RingCentral, Inc.)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedule 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 from such disclosure.

Appears in 1 contract

Samples: Merger Agreement (Intermolecular Inc)

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Disclosure Schedule References. The parties hereto agree that the disclosure set forth any reference in any a particular section or subsection Section of the Company Disclosure Schedule or the Parent Disclosure 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 Company or Parent, as the case may be, that are set forth contained in the corresponding section or subsection Section of this Agreement, and (bii) any other representations and warranties (or covenants, as applicable) of the Company or Parent, as the case may be, that are set forth in this Agreementcontained herein, but in the case of this clause (b) only if the relevance of that disclosure reference as an exception to (or a disclosure for purposes of) such other representations and warranties (or covenants, as applicable) is reasonably apparent on apparent. Any disclosure referenced in this Agreement is solely for the face purposes of such disclosurethis Agreement, and is not a statement by any party as to their materiality or any statement for any other purpose.

Appears in 1 contract

Samples: Merger Agreement (Vocaltec Communications LTD)

Disclosure Schedule References. The parties hereto agree that the any disclosure set forth in any particular section or subsection of the Company Disclosure Schedule shall shall, except as expressly indicated therein, 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, 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 from the face wording of such disclosure.

Appears in 1 contract

Samples: Merger Agreement (Care.com Inc)

Disclosure Schedule References. The parties hereto agree that the disclosure set forth in any particular section or subsection of the Disclosure Schedule 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, 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 1 contract

Samples: Merger Agreement (Relypsa Inc)

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