Common use of Disclosure Schedule References Clause in Contracts

Disclosure Schedule References. Notwithstanding anything in this Agreement that may be deemed to the contrary: (a) Any reference in a particular Section of either the Caremark Disclosure Schedule or the CVS 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 relevant party that are contained in the corresponding Section of this Agreement and (ii)) any other representations and warranties of such party that are contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face 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. The mere inclusion of an item in either the Caremark Disclosure Schedule or the CVS Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably expected to have a Material Adverse Effect on Caremark or CVS, as applicable; and (b) any information contained in any part of any Caremark SEC Document or of any CVS SEC Document shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) the representations and warranties of the relevant party if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that information and 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 Caremark SEC Document or of any CVS SEC Document entitled “Risk Factors” or “Forward-Looking Statements” be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark or CVS that is contained in this Agreement.

Disclosure Schedule References. Notwithstanding anything in this Agreement that may be deemed to the contrary: (a) Any reference in a particular Section of either the Caremark Cyclone Disclosure Schedule or the CVS Hurricane 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 relevant party that are contained in the corresponding Section of this Agreement and (ii)) any other representations and warranties of such party that are contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face 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. The mere inclusion of an item in either the Caremark Cyclone Disclosure Schedule or the CVS Hurricane Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably expected to have a Material Adverse Effect on Caremark Cyclone or CVSHurricane, as applicable; and (b) any information contained in any part of any Caremark Cyclone SEC Document or of any CVS Hurricane SEC Document shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) the representations and warranties of the relevant party if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that information and 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 Caremark Cyclone SEC Document or of any CVS Hurricane SEC Document entitled “Risk Factors” or “Forward-Looking Statements” be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark Cyclone or CVS Hurricane that is contained in this Agreement.

Disclosure Schedule References. Notwithstanding anything in this Agreement The parties hereto agree that may be deemed to the contrary: (a) Any any reference in a particular Section of either the Caremark Seller Disclosure Schedule or the CVS Buyer Disclosure Schedule (the “Disclosure Schedules”) shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii)b) any other representations and warranties of such party that are is contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face 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 disclosedreasonably apparent. The mere inclusion Schedules and Exhibits to this Agreement are qualified in their entirety by reference to specific provisions of an item in either the Caremark Disclosure Schedule or the CVS Disclosure Schedule as an exception this Agreement. The Schedules to a representation or warranty this Agreement are not intended to constitute, and shall not be deemed construed as, an admission or indication that any such fact or item represents a material exception is required to be disclosed, and any fact or material fact, event or circumstance or that item disclosed in the Schedules to this Agreement shall not by reason only of such item has had or would be reasonably expected to have a Material Adverse Effect on Caremark or CVS, as applicable; and (b) any information contained in any part of any Caremark SEC Document or of any CVS SEC Document shall only inclusion be deemed to be an exception material, to (or, as applicable, a disclosure establish any standard of materiality or to define further the meaning of such terms for purposes of) of this Agreement, and no disclosure in the Schedules to this Agreement relating to any possible breach or violation of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. References in any Schedules to this Agreement to any Contract, plan, instrument, document or legal proceeding are qualified in their entirety by reference to more detailed information in documents attached thereto or previously delivered or made available to Buyer and its representatives. After the date hereof and prior to the Closing, Seller shall have the right to supplement, modify or update the Schedules to this Agreement solely to reflect actions taken by the Company to the extent permitted by Section 5.01. Seller’s right to supplement, modify or update the Schedules to this Agreement pursuant to the previous sentence shall include the right to add new Schedules to this Agreement that qualify representations and warranties set forth in Article 3 that do not currently reference any Schedule to this Agreement. Upon delivery of any such supplements, modifications or updates, the relevant party if the relevance Schedules to this Agreement shall be deemed amended for all purposes of that information as an exception to (or a disclosure this Agreement; provided, however, that, solely for purposes ofof determining whether the condition set forth in Section 10.02(a) such representations and warranties would is satisfied, the Schedules to this Agreement shall be readily apparent on its face deemed to a reasonable person who has read that information and such representations and warranties, without any independent knowledge on include only the part of the reader regarding the matter(s) so disclosed, provided that in no event shall any information contained in any part the Schedules to this Agreement as of any Caremark SEC Document or the date of any CVS SEC Document entitled “Risk Factors” or “Forward-Looking Statements” be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark or CVS that is contained in this Agreement.

Disclosure Schedule References. Notwithstanding anything in this Agreement The parties hereto agree that may be deemed to the contrary: (a) Any any reference in a particular Section of either the Caremark Disclosure Schedule or the CVS Seller Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for the purposes of) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii)b) any other representations and warranties of such party that are is contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for the purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that reference and such representations and warrantiesreasonably apparent, without reference to the contents of any independent knowledge on underlying documents referenced therein. The parties acknowledge and agree that the part Seller Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of the reader regarding Buyer Parties and the matter(s) so disclosed. The mere inclusion disclosure by a Seller of an item any matter in either the Caremark Seller Disclosure Schedule or the CVS Disclosure Schedule as an exception to a representation or warranty shall not be deemed to constitute an admission acknowledgement by such Seller that such item represents a material exception or material fact, event or circumstance the matter is required to be disclosed by the terms hereof or that the matter is material, nor shall such item has had information (or would the specification of any dollar amount in any representation or warranty) be reasonably expected deemed to have establish a Material Adverse Effect on Caremark standard of materiality. The parties hereto agree that the Seller Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations and warranties of the Sellers except to the extent expressly provided in this Agreement, and nothing in the Seller Disclosure Schedule is intended to broaden the scope of any representation, warranty or CVS, as applicable; and (b) any covenant of the Sellers contained in this Agreement. The information contained in any part this Agreement, in the Seller Disclosure Schedule and exhibits hereto is disclosed solely for purposes of any Caremark SEC Document this Agreement, and no information contained herein or of any CVS SEC Document therein shall only be deemed to be an exception admission by any party hereto to (or, as applicable, a disclosure for purposes of) the representations and warranties of the relevant any third-party if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that information and 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 Caremark SEC Document matter whatsoever (including any violation of law or breach of any CVS SEC Document entitled “Risk Factors” or “Forward-Looking Statements” be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark or CVS that is contained in this Agreementcontract).

Disclosure Schedule References. Notwithstanding anything in this Agreement The parties hereto agree that may be deemed to the contrary: (a) Any any reference in a particular Section of either the Caremark Disclosure Schedule or the CVS Seller Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for the purposes of) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii)b) any other representations and warranties of such party that are is contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for the purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that reference and such representations and warrantiesreasonably apparent, without reference to the contents of any independent knowledge on underlying documents referenced therein. The parties acknowledge and agree that the part Seller Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of the reader regarding Buyer Parties and the matter(s) so disclosed. The mere inclusion disclosure by a Seller of an item any matter in either the Caremark Seller Disclosure Schedule or the CVS Disclosure Schedule as an exception to a representation or warranty shall not be deemed to constitute an admission acknowledgement by such Seller that such item represents a material exception or material fact, event or circumstance the matter is required to be disclosed by the terms hereof or that the matter is material, nor shall such item has had information (or would the specification of any dollar amount in any representation or warranty) be reasonably expected deemed to have establish a Material Adverse Effect on Caremark standard of materiality. The parties hereto agree that the Seller Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations and warranties of the Sellers except to the extent expressly provided in this Table of Contents Agreement, and nothing in the Seller Disclosure Schedule is intended to broaden the scope of any representation, warranty or CVS, as applicable; and (b) any covenant of the Sellers contained in this Agreement. The information contained in any part this Agreement, in the Seller Disclosure Schedule and exhibits hereto is disclosed solely for purposes of any Caremark SEC Document this Agreement, and no information contained herein or of any CVS SEC Document therein shall only be deemed to be an exception admission by any party hereto to (or, as applicable, a disclosure for purposes of) the representations and warranties of the relevant any third-party if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that information and 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 Caremark SEC Document matter whatsoever (including any violation of law or breach of any CVS SEC Document entitled “Risk Factors” or “Forward-Looking Statements” be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark or CVS that is contained in this Agreementcontract).

Disclosure Schedule References. Notwithstanding anything in this Agreement The parties hereto agree that may be deemed to the contrary: (a) Any any reference in a particular Section of either the Caremark Seller Disclosure Schedule or the CVS Buyer Disclosure Schedule (the “Disclosure Schedules”) shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section of this Agreement and (ii)b) any other representations and warranties of such party that are is contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face 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 disclosedreasonably apparent. The mere inclusion Schedules and Exhibits to this Agreement are qualified in their entirety by reference to specific provisions of an item in either the Caremark Disclosure Schedule or the CVS Disclosure Schedule as an exception this Agreement. The Schedules to a representation or warranty this Agreement are not intended to constitute, and shall not be deemed construed as, an admission or indication that any such fact or item represents a material exception is required to be disclosed, and any fact or material fact, event or circumstance or that item disclosed in the Schedules to this Agreement shall not by reason only of such item has had or would be reasonably expected to have a Material Adverse Effect on Caremark or CVS, as applicable; and (b) any information contained in any part of any Caremark SEC Document or of any CVS SEC Document shall only inclusion be deemed to be an exception material, to (or, as applicable, a disclosure establish any standard of materiality or to define further the meaning of such terms for purposes of) of this Agreement, and no disclosure in the Schedules to this Agreement relating to any possible breach or violation of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. References in any Schedules to this Agreement to any Contract, plan, instrument, document or legal proceeding are qualified in their entirety by reference to more detailed information in documents attached thereto or previously delivered or made available to Buyer and its representatives. After the Effective Date and prior to the Closing, Seller shall have the right to supplement, modify or update the Schedules to this Agreement solely to reflect actions taken by the Company to the extent permitted by Section 5.01. Seller’s right to supplement, modify or update the Schedules to this Agreement pursuant to the previous sentence shall include the right to add new Schedules to this Agreement that qualify representations and warranties set forth in Article 3 that do not currently reference any Schedule to this Agreement. Upon delivery of any such supplements, modifications or updates, the relevant party if the relevance Schedules to this Agreement shall be deemed amended for all purposes of that information as an exception to (or a disclosure this Agreement; provided, however, that, solely for purposes ofof determining whether the condition set forth in Section 10.02(a) such representations and warranties would is satisfied, the Schedules to this Agreement shall be readily apparent on its face deemed to a reasonable person who has read that information and such representations and warranties, without any independent knowledge on include only the part of the reader regarding the matter(s) so disclosed, provided that in no event shall any information contained in any part the Schedules to this Agreement as of any Caremark SEC Document or the date of any CVS SEC Document entitled “Risk Factors” or “Forward-Looking Statements” be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark or CVS that is contained in this Agreement.

Disclosure Schedule References. Notwithstanding anything in this Agreement The parties hereto agree that may be deemed to the contrary: (a) Any any reference in a particular Section of either the Caremark Company Disclosure Schedule or the CVS Parent Disclosure Schedule shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (ia) the representations and warranties (or covenants, as applicable) of the relevant party that are contained in the corresponding Section or subsection of this Agreement and Agreement; (ii)b) any other representations representation and warranties warranty (or covenant, as applicable) of such party that are is contained in this Agreement, but only in each case if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations representation and warranties warranty (or covenant, as applicable) would be readily apparent on its face to a reasonable person who has read only this Agreement and the Company Disclosure Schedule and the Parent Disclosure Schedule; and (c) any other representation and warranty (or covenant, as applicable) of a relevant party that reference and is cross-referenced in such representations and warrantiesSection. Except as the context requires, without any independent knowledge on the part of the reader regarding the matter(s) so disclosed. The mere inclusion of an item items or matters reflected in either the Caremark Company Disclosure Schedule or the CVS Parent Disclosure Schedule, as the case may be, are not necessarily limited to matters required by this Agreement to be therein reflected, and such items or matters are set forth for informational purposes only and do not necessarily include items of a similar nature. In no event shall the inclusion or reference of any such item or matter be deemed or interpreted to broaden or otherwise modify any of the provisions of this Agreement. The fact that any item or matter is reflected in either the Company Disclosure Schedule or the Parent Disclosure Schedule, as an exception to a representation or warranty the case may be, shall not be deemed construed as an admission that such item represents a material exception of liability under Applicable Law, nor shall either the Company Disclosure Schedule or material fact, event or circumstance or that such item has had or would be reasonably expected to have a Material Adverse Effect on Caremark or CVSthe Parent Disclosure Schedule, as applicable; and (b) any information contained in any part of any Caremark SEC Document or of any CVS SEC Document shall only the case may be, be deemed to be an exception to (or, used as applicable, a disclosure basis for purposes of) interpreting the representations and warranties of the relevant party if the relevance of that information as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent on its face to a reasonable person who has read that information and 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 Caremark SEC Document or of any CVS SEC Document entitled terms “Risk Factorsmaterial,” “materially,” “materiality” or “Forward-Looking StatementsCompany Material Adverse Effect” be deemed to be an exception to or “Parent Material Adverse Effect” (oras the case may be), as applicable, a disclosure for purposes of) any representation(s) and warranty(ies) of Caremark or CVS that is contained in this Agreementsimilar qualifications herein.