Common use of Disclosure Schedules and Exhibits Clause in Contracts

Disclosure Schedules and Exhibits. (a) No reference to or disclosure of any item or other matter in any Disclosure Schedule or exhibit to this Agreement shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or exhibit and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit to this Agreement to any agreement or document shall be construed as an admission or indication to any third party that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (b) The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained in the Disclosure Schedules and exhibits to this Agreement are intended only to qualify and limit the representations, warranties and covenants of the applicable of Seller or Buyer contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure in any section of any Disclosure Schedule or exhibit to this Agreement shall be deemed to have been set forth in all other applicable sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission of any cross-reference to such other section in the Disclosure Schedules or exhibits to this Agreement.

Disclosure Schedules and Exhibits. (a) No reference The disclosure in the Disclosure Schedules shall be deemed to be responsive to and qualify the specific representations and warranties of Seller contained in the corresponding sections of this Agreement and any other sections of this Agreement so long as the relationship between the disclosure and such other sections are reasonably apparent on the face of such disclosure. The inclusion of information in the Disclosure Schedules shall not be construed as or disclosure constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company or Seller. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material for purposes of this Agreement. Further, neither the specification of any item or other matter in any Disclosure Schedule representation, warranty or exhibit to covenant contained in this Agreement shall be construed as an admission or indication nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Person shall use the fact of setting forth or the inclusion of any such items or matter is material in any dispute or that such controversy between the parties as to whether any obligation, item or other matter is required to be referred to not described herein or disclosed in the Disclosure Schedule or exhibit and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit to this Agreement to any agreement or document shall be construed as an admission or indication to any third party that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (b) The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained included in the Disclosure Schedules and exhibits to this Agreement are intended only to qualify and limit the representations, warranties and covenants of the applicable of Seller is or Buyer contained in this Agreement and shall is not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure in any section of any Disclosure Schedule or exhibit to this Agreement shall be deemed to have been set forth in all other applicable sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission of any cross-reference to such other section in the Disclosure Schedules or exhibits to ordinary course of business for purposes of this Agreement.. ARTICLE 2

Disclosure Schedules and Exhibits. (a) No reference to or disclosure of any item or other matter in any The Disclosure Schedule or exhibit Schedules, Schedules and Exhibits attached to this Agreement shall be construed with and as an admission integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any capitalized terms used in any Exhibit or indication that Schedule or in the Disclosure Schedules but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties of the Company set forth in this Agreement are made and given subject to the disclosures contained in the Disclosure Schedules, and neither the Company nor any of their Affiliates shall be, or deemed to be, in breach of any such item or other representations and warranties (and no claim shall lie in respect thereof) in respect of any such matter is material or that such item or other matter is required to be referred to or so disclosed in the Disclosure Schedules. Any matter, information or item disclosed in the Disclosure Schedules, under any specific representation or warranty or Schedule or exhibit section thereof shall be deemed to be disclosed and incorporated by reference in any other Schedule or section of the Disclosure Schedule to the extent it is reasonably apparent from the face of such disclosure that such disclosure is applicable to such other Schedule(s) or section(s). The inclusion of any matter, information or item in the Disclosure Schedules as an exception to a representation or warranty shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit deemed to this Agreement to any agreement or document shall be construed as constitute (a) an admission of any Liability by the Company or indication its Affiliates to any third party party, (b) an admission that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of applicable Laws or any agreement, law contract or regulation shall be construed as an admission agreement to which the Company or indication that any such breach or violation of its Affiliates is a party exists or has actually occurred. , (bc) an admission that such item is outside the ordinary course of business or not consistent with past practice, or (d) otherwise imply an admission that such item represents a material exception or material fact, event, circumstance or that such item has had, or would reasonably be expected to have a Material Adverse Effect. The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained in the Disclosure Schedules and exhibits to this Agreement are intended only to qualify and limit the representations, warranties and covenants of the applicable of Seller or Buyer contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure in any section of any Disclosure Schedule or exhibit to this Agreement shall be deemed to have been set forth arranged for purposes of convenience in all other applicable sections separately titled Schedules corresponding to the Sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission of any cross-reference to such other section in the Disclosure Schedules or exhibits to this Agreement.

Disclosure Schedules and Exhibits. (a) No reference The Schedules shall be deemed to or disclosure of any item or other matter in any Disclosure Schedule or exhibit be attached hereto and made a part hereof. All references herein to this Agreement shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in include the Disclosure Schedule or exhibit and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit to this Agreement to any agreement or document shall be construed as an admission or indication to any third party that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurredSchedules. (b) Nothing in the Schedules is intended to broaden the scope of any representation or warranty contained in the Agreement. The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained in the Disclosure Schedules and exhibits to this Agreement therein are intended only to qualify and limit the representations, warranties and covenants of Sellers, the applicable of Seller Company or Buyer Buyer, as the case may be, contained in this the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure The disclosure of any item in any Schedules (or section of thereof), including for greater certainty in any Disclosure Schedule or exhibit to this Agreement Supplement, shall be deemed to have been set forth disclosure of that item for all purposes for which disclosure is required under this Agreement and in all other applicable appropriate sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of extent it is reasonably apparent on its face that such disclosure is reasonably apparent applicable. (d) No reference to such other sections notwithstanding the omission or disclosure of any cross-reference item or other matter in any Schedule (or any section thereof) shall be construed as an admission or indication that such item is required to be referred to or disclosed in any Schedule (or any section thereof). Inclusion of any item in a Schedule (or any section thereof) does not constitute a determination by the representing party that such other item is material and shall not be deemed to establish a standard of materiality. No disclosure a Schedule (or any section in the Disclosure Schedules thereof) relating to any possible breach or exhibits to this Agreementviolation of any agreement, law or regulation or any potential adverse contingency shall be construed as an admission or indication that any such breach or violation exists or has actually occurred or that such adverse contingency will actually occur.

Disclosure Schedules and Exhibits. The Disclosure Schedules and Exhibits attached hereto or referred to in this Agreement are (a) No each hereby incorporated in and made a part of this Agreement as if set forth in full herein and (b) qualified in their entirety by reference to specific provisions of this Agreement. Any fact or disclosure of any item or other matter disclosed in any Section of the SPAC Disclosure Schedule Schedules or exhibit to this Agreement the Company Disclosure Schedules shall be deemed disclosed in each other Section of the applicable Disclosure Schedules to which such fact or item may apply so long as (i) such other Section is referenced by applicable cross-reference or (ii) it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other Section or portion of the Disclosure Schedules. The headings contained in the Disclosure Schedules are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement. The Disclosure Schedules are not intended to constitute, and shall not be construed as as, an admission or indication that any such fact or item or other matter is material or that such item or other matter is required to be referred disclosed. The Disclosure Schedules shall not be deemed to expand in any way the scope or effect of any representations, warranties or covenants described in this Agreement. Any fact or item, including the specification of any dollar amount, disclosed in the Disclosure Schedule or exhibit and Schedules shall not by reason only of such inclusion be employed as a point of reference in determining deemed to be material, to establish any standard of materiality under or to define further the meaning of such terms for purposes of this Agreement. No reference , and matters reflected in any the Disclosure Schedule or exhibit Schedules are not necessarily limited to matters required by this Agreement to be reflected herein and may be included solely for information purposes; and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any agreement item in the Disclosure Schedules in any dispute or document shall be construed controversy between the Parties as an admission to whether any obligation, item or indication to any third party that such agreement matter not described or document included in the Disclosure Schedules is enforceable or currently in effect or that there are any obligations remaining is not required to be performed disclosed (including whether the amount or any rights that may items are required to be exercised under such agreement disclosed as material or documentthreatened) or is within or outside of the Ordinary Course of Business. No disclosure in any the Disclosure Schedule or exhibit to this Agreement Schedules relating to any possible breach or violation of any agreementContract, law Law or regulation Order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (b) The Disclosure Schedules or exhibits to this Agreement and . Moreover, in disclosing the information and disclosures in the Disclosure Schedules, the Company does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein. The information contained in the Disclosure Schedules and exhibits to this Agreement are intended only to qualify and limit the representations, warranties and covenants of the applicable of Seller or Buyer contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure in any section of any Disclosure Schedule or exhibit to this Agreement shall be deemed kept strictly confidential by the Parties (except to have been the extent required by applicable Law or Proceeding) and no third party may rely on any information disclosed or set forth in all other applicable sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission of any cross-reference to such other section in the Disclosure Schedules or exhibits to this Agreementtherein.

Disclosure Schedules and Exhibits. (a) No reference The disclosure in the Disclosure Schedules shall be deemed to be responsive to and qualify the specific representations and warranties of Seller contained in the corresponding sections of this Agreement and any other sections of this Agreement so long as the relationship between the disclosure and such other sections are reasonably apparent on the face of such disclosure. The inclusion of information in the Disclosure Schedules shall not be construed as or disclosure constitute an admission or agreement that a violation, right of termination, default, Liability or other obligation of any kind exists with respect to any item, nor shall it be construed as or constitute an admission or agreement that such information is material to the Company or Seller. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material for purposes of this Agreement. Further, neither the specification of any item or other matter in any Disclosure Schedule representation, warranty or exhibit to covenant contained in this Agreement shall be construed as an admission or indication nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Person shall use the fact of setting forth or the inclusion of any such items or matter is material in any dispute or that such controversy between the parties as to whether any obligation, item or other matter is required to be referred to not described herein or disclosed in the Disclosure Schedule or exhibit and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit to this Agreement to any agreement or document shall be construed as an admission or indication to any third party that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (b) The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained included in the Disclosure Schedules and exhibits to this Agreement are intended only to qualify and limit the representations, warranties and covenants of the applicable of Seller is or Buyer contained in this Agreement and shall is not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure in any section of any Disclosure Schedule or exhibit to this Agreement shall be deemed to have been set forth in all other applicable sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission of any cross-reference to such other section in the Disclosure Schedules or exhibits to ordinary course of business for purposes of this Agreement.

Disclosure Schedules and Exhibits. (a) No reference to or disclosure of any item or other matter in any The Disclosure Schedule or exhibit Schedules, Schedules and Exhibits attached to this Agreement shall be construed with and as an admission integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any capitalized terms used in any Exhibit or indication that Schedule or in the Disclosure Schedules but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties of Seller set forth in this Agreement are made and given subject to the disclosures contained in the Disclosure Schedules, and neither the Seller, nor any of its Affiliates shall be, or deemed to be, in breach of any such item or other representations and warranties (and no claim shall lie in respect thereof) in respect of any such matter is material or that such item or other matter is required to be referred to or so disclosed in the Disclosure Schedules. Where only brief particulars of a matter are set out or referred to in the Disclosure Schedules or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. Any matter, information or item disclosed in the Disclosure Schedules, under any specific representation or warranty or Schedule or exhibit section thereof shall be deemed to be disclosed and incorporated by reference in any other Schedule or section of the Disclosure Schedules if it is reasonably apparent on its face that such disclosure is applicable to such other Schedule(s) or Section(s) as though fully set forth in such other Schedule(s) or section(s). The inclusion of any matter, information or item in the Disclosure Schedules as an exception to a representation or warranty shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit deemed to this Agreement to any agreement or document shall be construed as constitute (i) an admission or indication of any Liability by Seller to any third party party, (ii) an admission that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of applicable Laws or any agreement, law Contract or regulation shall be construed as an admission agreement to which any Seller Party or indication that any such breach or violation Transferred Entity is a party exists or has actually occurred. , (biii) an admission that such item is outside the Ordinary Course of Business or not consistent with past practice, or (iv) otherwise imply an admission that such item represents a material exception or material fact, event, circumstance or that such item has had, or would reasonably be expected to have a Material Adverse Effect. The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained in the Disclosure Schedules and exhibits to this Agreement are intended only to qualify and limit the representations, warranties and covenants of the applicable of Seller or Buyer contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure in any section of any Disclosure Schedule or exhibit to this Agreement shall be deemed to have been set forth arranged for purposes of convenience in all other applicable sections separately titled Schedules corresponding to the Sections of the Disclosure Schedules or exhibits to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission of any cross-reference to such other section in the Disclosure Schedules or exhibits to this Agreement.

Disclosure Schedules and Exhibits. (a) No reference The Schedules shall be deemed to or disclosure of any item or other matter in any Disclosure Schedule or exhibit be attached hereto and made a part hereof. All references herein to this Agreement shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in include the Disclosure Schedule or exhibit and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit to this Agreement to any agreement or document shall be construed as an admission or indication to any third party that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurredSchedules. (b) Nothing in the Schedules is intended to broaden the scope of any representation or warranty contained in this Agreement. The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained in the Disclosure Schedules and exhibits to this Agreement therein are intended only to qualify and limit the representations, warranties warranties, covenants and covenants agreements of the applicable of Seller Sellers, the Company or Buyer the Purchaser, as the case may be, contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties warranties, covenants or covenantsagreements. (c) Disclosure The disclosure of any item in any Schedule (or section thereof) shall be made with respect to the representation or warranty to which it expressly relates, except to the extent it is reasonably apparent on the face of such Schedules that such disclosure is applicable to other representations or warranties. (d) No reference to or disclosure of any Disclosure item or other matter in any Schedule (or exhibit any section thereof) shall be construed as an admission or indication that such item is required to this Agreement be referred to or disclosed in any Schedule (or any section thereof). Inclusion of any item in a Schedule (or any section thereof) does not constitute a determination by the representing party that such item is material and shall not be deemed to have been set forth establish a standard of materiality. No disclosure in all other applicable sections of the Disclosure Schedules a Schedule (or exhibits any section thereof) relating to this Agreement where the applicability of such disclosure is reasonably apparent to such other sections notwithstanding the omission any possible breach or violation of any cross-reference to Contract, Law or any potential adverse contingency shall be construed as an admission or indication that any such other section in the Disclosure Schedules breach or exhibits to this Agreementviolation exists or has actually occurred or that such adverse contingency will actually occur.

Disclosure Schedules and Exhibits. (a) No reference to or disclosure of any item or other matter in any The Disclosure Schedule and the Buyer’s Disclosure Schedule (collectively, the “Disclosure Schedules”) and any other Schedules or exhibit Exhibits referenced herein shall be deemed to be attached hereto and made a part hereof. All references herein to this Agreement shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in include the Disclosure Schedule or exhibit Schedules, the other Schedules and shall not be employed as a point of reference in determining any standard of materiality under this Agreement. No reference in any Disclosure Schedule or exhibit to this Agreement to any agreement or document shall be construed as an admission or indication to any third party that all such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in any Disclosure Schedule or exhibit to this Agreement relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurredExhibits. (b) Nothing in the Disclosure Schedules is intended to broaden the scope of any representation or warranty contained in the Agreement. The Disclosure Schedules or exhibits to this Agreement and the information and disclosures contained in the Disclosure Schedules and exhibits to this Agreement therein are intended only to qualify and limit the representations, warranties and covenants of Stockholders or Buyer, as the applicable of Seller or Buyer case may be, contained in this the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. (c) Disclosure Any information disclosed in any schedule of these disclosure schedules shall be deemed disclosed into such other schedule of these disclosure schedules to the extent that such disclosure is readily applicable on its face from a reasonable reading of the disclosure that such disclosure is applicable to such other schedule. (d) No reference to or disclosure of any item or other matter in any section of any the Disclosure Schedule or exhibit to this Agreement Schedules shall be deemed construed as an admission or indication that such item is required to have been set forth be referred to or disclosed in all other applicable sections any section of the Disclosure Schedules. Inclusion of any item in a section of the Disclosure Schedules or exhibits does not constitute a determination by the representing party that such item is material and shall not be deemed to this Agreement where the applicability establish a standard of such materiality. No disclosure is reasonably apparent to such other sections notwithstanding the omission in any section of any cross-reference to such other section in the Disclosure Schedules relating to any possible breach or exhibits to this Agreementviolation of any agreement, law or regulation or any potential adverse contingency shall be construed as an admission or indication that any such breach or violation exists or has actually occurred or that such adverse contingency will actually occur.