Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. The parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge and Parties agree that (a) the inclusion of any items or information in on the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of partiesBuyer, (b) the disclosure by the parties Sapphire of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section section of this Agreement reasonably apparentapparent on the face of such disclosure, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties Sapphire except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of partiesParties, (b) the disclosure by the parties Parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significantsignificant or that such item has had or would reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, and the disclosure therein of any allegations with respect to any alleged breach, violation or default under any contractual or other obligation, or any law, is not an admission that such breach, violation or default has occurred, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparentapparent on the face of such disclosure, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties Parties except as and to the extent provided in this Agreement, and (g) in disclosing such information, the disclosing Party does not waive, and expressly reserves any rights under, 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.

Disclosure Schedules. The parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) except as provided in clause (c) above, the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge Company Disclosure Schedules and agree the SPAC Disclosure Schedules (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Schedules and/or the SPAC Disclosure Schedules (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Schedules, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Schedules shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Schedules if it is reasonably apparent on the face of such disclosure that (a) such disclosure is responsive to such other section of this Agreement or section of the inclusion of any items or applicable Disclosure Schedules. Certain information set forth in the Disclosure Schedules that are is included solely for informational purposes and may not be required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosed pursuant to this Agreement. The disclosure by the parties of any matter in the Disclosure Schedules information shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed by in connection with the terms of representations and warranties made in this Agreement or that the matter is material or significantAgreement, (c) if any section of the Disclosure Schedules lists an item or nor shall such information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission establish a standard of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementmateriality.

Disclosure Schedules. When a reference is made in this Agreement to a party's disclosure schedule, such reference shall be to the disclosure schedule delivered or deemed delivered herewith on the date of this Agreement by the appropriate party, and not to any supplement to, or change or modifications of, such disclosure schedule. The parties acknowledge and agree that the disclosure schedules to this Agreement (a) relate to certain matters concerning the inclusion of any items or information in the Disclosure Schedules that are not disclosures required and Transactions contemplated by this Agreement to be so included is solely for the convenience of partiesAgreement, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and Agreement, (fc) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, constitute and shall not be construed as constitutingindicating that such matter is required to be disclosed, representations nor shall such disclosure be construed as an admission that such information is material with respect to Seller Parties, Purchaser or warranties of the parties Company, as the case may be, except as and to the extent provided in required by this Agreement, and (d) disclosure of the information contained in one section or part of any disclosure schedule shall be deemed as proper disclosure for all sections or parts of such disclosure schedule, only if appropriately cross-referenced or if the relevance thereof is reasonably apparent from the context in which it appears; provided, however, that information disclosed in Sections 7.08, 11.02(a) and 11.02(b) of the Seller Disclosure Schedule (of Comcast Parties as Seller Parties) or Purchaser Disclosure Schedule (of Comcast Parties as Purchasers) shall be deemed disclosed only where specifically referenced herein.

Disclosure Schedules. The parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules; provided that, notwithstanding anything to the contrary provided elsewhere herein, any item or information disclosed pursuant to Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.19, 3.20, 3.21, 4.1, 4.2, 4.3, 4.4, 4.6, 4.19, 4.20, or 4.21 shall be disclosed solely in the corresponding section of the Disclosure Schedule, and not by any other section thereof or any Sarg SEC Document or Cardinal SEC Document, as applicable, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge Disclosure Schedules shall be arranged in paragraphs corresponding to the numbered and agree lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall qualify the other paragraphs in this Agreement to the extent it is reasonably apparent from the face of the statement that (a) the it is applicable. The inclusion of any items or information in the any section of a Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules Schedule shall not be deemed to constitute be an acknowledgement by admission, acknowledgment or evidence (i) of the materiality of such item, nor shall it establish a standard of materiality for any party purpose whatsoever, (ii) that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance pursuant to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and Agreement, or (fiii) the that such information actually constitutes noncompliance with, or a violation of, any agreement, law, regulation or statute to which such disclosure is applicable. The Disclosure Schedules and the information information, description and statements contained disclosures included therein are not intended to constitutequalify and limit the applicable representations, warranties and covenants of the applicable Party contained in this Agreement, and shall not be construed deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Except as constituting, representations or warranties of the parties except as and to the extent otherwise specifically provided in this AgreementAgreement to the contrary, the Disclosure Schedules may only be amended by an instrument in writing signed by the Parties.

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of partiesBuyer, (b) the disclosure by Parent or the parties Sellers of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Parent or the Sellers that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparentapparent on its face, the matter shall be deemed to have been disclosed in or with respect to such other sectionsection of the Disclosure Schedules, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, only and (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge Company Disclosure Schedules and agree the Parent Disclosure Schedules (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Schedules and/or the Parent Disclosure Schedules (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Schedules, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Schedules shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Schedules if it is reasonably apparent on the face of such disclosure that (a) such disclosure is responsive to such other section of this Agreement or section of the inclusion of any items or applicable Disclosure Schedules. Certain information set forth in the Disclosure Schedules that are is included solely for informational purposes and may not be required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosed pursuant to this Agreement. The disclosure by the parties of any matter in the Disclosure Schedules information shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed by in connection with the terms of representations and warranties made in this Agreement or that the matter is material or significantAgreement, (c) if any section of the Disclosure Schedules lists an item or nor shall such information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission establish a standard of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementmateriality.

Disclosure Schedules. The parties acknowledge Disclosure Schedules shall be arranged in paragraphs corresponding to the numbered and agree lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall qualify the other paragraphs in this Agreement only to the extent it is readily apparent from the face of the statement that (a) the it is applicable. The inclusion of any items or information in the any section of a Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules Schedule shall not be deemed to constitute be an acknowledgement by admission, acknowledgment or evidence (i) of the materiality of such item, nor shall it establish a standard of materiality for any party purpose whatsoever, (ii) that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance pursuant to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and Agreement, or (fiii) the that such information actually constitutes noncompliance with, or a violation of, any agreement, law, regulation or statute to which such disclosure is applicable. The Disclosure Schedules and the information information, description and statements contained disclosures included therein are not intended to constitutequalify and limit all the representations, warranties and covenants of the applicable Party contained in this Agreement, and shall not be construed deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Except as constituting, representations or warranties of the parties except as and to the extent otherwise specifically provided in this AgreementAgreement to the contrary, the Disclosure Schedules may only be amended by an instrument in writing signed by the Parties.

Disclosure Schedules. Certain information set forth in the Seller Disclosure Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement. The parties acknowledge specification of any dollar amount in the representations and agree that (a) warranties contained in this Agreement or the inclusion of any items or information specific item in the Seller Disclosure Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not required by material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Seller Disclosure Schedules is or is not material for purposes of this Agreement. The Seller Disclosure Schedules are arranged in sections corresponding to those contained in this Agreement merely for convenience, such heading sections are not to be so included is solely for the convenience of parties, (b) the disclosure by the parties of used to interpret or construe any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms provision of this Agreement or that the Seller Disclosure Schedules and any matter is material or significant, (c) if disclosed on any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall schedules will be deemed to have been be disclosed in on any other sections or with respect schedules of the Seller Disclosure Schedules to which such other section, notwithstanding matter’s relevance is reasonably apparent on the omission face of an appropriate cross-reference to such disclosure even if such other section or the omission of a reference schedule indicates thereon that there are no other disclosures made or required to be made in such section or on such schedule relating to the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by Agreement that makes reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations such schedule or warranties of the parties except as and to the extent provided in this Agreementsection.

Disclosure Schedules. The parties acknowledge Company Disclosure Schedules and agree the SPAC Disclosure Schedules (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Schedules and/or the SPAC Disclosure Schedules (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Schedules, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Schedules shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Schedules if it is reasonably apparent on the face of such disclosure that (a) such disclosure is responsive to such other section of this Agreement or section of the inclusion of any items or applicable Disclosure Schedules. Certain information set forth in the Disclosure Schedules that are is included therein solely for informational purposes and may not be required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosed pursuant to this Agreement. The disclosure by the parties of any matter in the Disclosure Schedules information shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed by in connection with the terms of representations and warranties made in this Agreement or that the matter is material or significantAgreement, (c) if any section of the Disclosure Schedules lists an item or nor shall such information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission establish a standard of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementmateriality.

Disclosure Schedules. Certain information set forth in the Schedules applicable to Article V (the “Disclosure Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The parties acknowledge and agree that (a) the inclusion disclosure of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed in connection with the representations and warranties made by the terms of Company in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liabilityof, or concession as to any defense available to, Buyer, Merger Sub, the matter is material Company, the Surviving Company, or significantthe Securityholders, (c) if as applicable. The Section number headings in the Schedules correspond to the Section numbers in this Agreement and any section information disclosed in any Section of the Disclosure Schedules lists an item shall be deemed to be disclosed and incorporated into any other Section (or information in such a way as to make its relevance to the disclosure required by or provided in another section subsection) of the Disclosure Schedules where the relevance or the statements contained in any Section applicability of this Agreement such disclosure is reasonably apparent, the matter shall be deemed to have been disclosed in apparent (whether or with respect to such other section, notwithstanding the omission of not there is an appropriate accompanying cross-reference) or where there is a cross-reference to such other section Section (or the omission of a reference subsection). The information contained in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules Schedule is solely for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions purposes of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constituteAgreement, and no information contained herein shall not be construed as constitutingdeemed to be an admission by any party hereto to any third party of any matter whatsoever, representations including of any obligation, violation of Law, liability or warranties breach of the parties except as and to the extent provided in this Agreementany agreement.

Disclosure Schedules. The parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparentapparent on the face of such disclosure, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge representations and warranties contained in ARTICLES V and VI are qualified by reference to the Disclosure Schedules of Atlantic (the “Atlantic Disclosure Schedules”) and Circle8 Group (the “Circle8 Group Disclosure Schedules”), respectively, attached to this Agreement, and in the SEC Reports of Atlantic and Circle8 Group (collectively, the “Disclosure Schedules”). The Parties agree that the Disclosure Schedules constitute (a) the inclusion exceptions to particular representations, warranties, covenants, and obligations of any items or information Circle8 Group, as set forth in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of partiesAgreement, (b) descriptions or lists of other items referred to in this Agreement, and (c) any disclosure set forth in one section or subsection of the Atlantic Disclosure Schedules or Circle8 Group Disclosure Schedules, respectively, shall be deemed to be disclosed by Atlantic or Axiom or Circle8 Group, respectively, for, and apply to and qualify, the section or subsection of this Agreement to which it corresponds and each other section or subsection of this Agreement and each other section or subsection of the Atlantic Disclosure Schedules or Circle8 Group Disclosure Schedules, respectively, to the extent that it is reasonably apparent on the face of such disclosure by that such disclosure is applicable to such other section or subsection of this Agreement or the parties Disclosure Schedule. Inclusion of any matter information in the Disclosure Schedules shall not be deemed to constitute construed as an acknowledgement by any party admission that the matter is required to be disclosed by the terms of this Agreement or that the matter such information is material or significantto any Party or, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, Business. The Parties acknowledge that headings have been inserted on the individual schedules included in the Disclosure Schedules for the convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, only and shall not be construed as constituting, representations affect the construction or warranties interpretation of any of the parties except as and to provisions of the extent provided in this AgreementAgreement or the Disclosure Schedules.

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items item, information or information other matter in the Disclosure Schedules that are is not required by this Agreement to be so included is solely for the convenience of partiesBuyer, (b) the disclosure by the parties Seller of any item, information or other matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Seller that the such item, information or other matter is required to be disclosed by the terms of this Agreement or that the such item, information or other matter is material or significantmaterial, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement Article III reasonably apparentapparent on the face of such disclosure, the matter such item or information shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations representations, warranties or warranties covenants of the parties Seller except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge Each of the AARK Schedules and agree the Parent Disclosure Schedule (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the AARK Schedules and/or the Parent Disclosure Schedule (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a Party in the applicable Disclosure Schedule, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Schedule shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Schedule only if it is reasonably apparent on the face of such disclosure that (a) such disclosure is responsive to such other section of this Agreement or section of the inclusion of any items or applicable Disclosure Schedule. Certain information set forth in the Disclosure Schedules that are is included solely for informational purposes and may not be required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosed pursuant to this Agreement. The disclosure by the parties of any matter in the Disclosure Schedules information shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed by in connection with the terms of representations and warranties made in this Agreement or that the matter is material or significantAgreement, (c) if any section of the Disclosure Schedules lists an item or nor shall such information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission establish a standard of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementmateriality.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The parties acknowledge and agree that (a) the inclusion disclosure of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed in connection with the representations and warranties made by Buyer, MergerCo or the terms of Company, as applicable, in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, Buyer, the matter is material Company or significant, (c) if any section the Stockholders’ Representative on behalf of the Disclosure Common Equity Holders, as applicable. Further, for the avoidance of doubt, the references throughout Article IV to $1,000,000 worth of liabilities, damages or payments shall in no event, in and of itself, be deemed a standard for establishing the existence of a “Material Adverse Effect” as such term is used throughout this Agreement. The section number headings in the Schedules lists an item or information in such a way as to make its relevance correspond to the disclosure required by or provided section numbers in another section of the Disclosure Schedules or the statements contained this Agreement. Disclosures included in any Schedule shall be considered to qualify only the corresponding Section of this Agreement which expressly indicates that such section is to be qualified by a particular Disclosure Schedule except to the extent that it is reasonably apparent, given the nature and content of such disclosure, that the disclosure of such matter shall be deemed is intended to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of qualify a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions further Section of this Agreement and (f) the which expressly indicates that such section is to be qualified by a particular Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this AgreementSchedule.

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items item, information or information other matter in the Disclosure Schedules that are is not required by this Agreement to be so included is solely for the convenience of partiesBuyer Parent, (b) the disclosure by the parties Seller Parent of any item, information or other matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Seller Parent that the such item, information or other matter is required to be disclosed by the terms of this Agreement or that the such item, information or other matter is material or significantmaterial, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules reasonably apparent on the face of such disclosure, such item or the statements contained in any Section of this Agreement reasonably apparent, the matter information shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, and (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations representations, warranties or warranties covenants of the parties Sellers except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge Seller Disclosure Schedule shall be subject to the following terms and agree that conditions: (a) all disclosures in the inclusion Financial Statements shall be deemed to be disclosed on all sections of the Disclosure Schedules; (b) any item disclosed in any particular part of the Disclosure Schedules shall be deemed to be disclosed in all parts of the Disclosure Schedules; (c) no disclosure of any items or information matter contained in the Disclosure Schedules shall create an implication that such matter meets any standard of materiality (matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be so included is solely 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, nor shall the convenience of parties, (b) the disclosure by the parties inclusion of any matter item be construed as implying that any such item is “material” for any purpose); (d) any disclosures contained in the Disclosure Schedules shall not be deemed which refer to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules document are qualified in their entirety by reference to specific provisions the text of this Agreement such document, a true and complete copy of which was included in the due diligence information supplied to the Buyer; and (fe) headings and introductory language have been inserted on the sections of the Disclosure Schedules and the information and statements contained therein are not intended to constitute, for convenience of reference only and shall not be construed as constituting, representations to no extent have the effect of amending or warranties changing the express description of the parties except sections as and to the extent provided set forth in this Agreement.

Disclosure Schedules. The parties acknowledge and agree that any exception to a representation or warranty contained in this Agreement that is disclosed in any section of the Company Disclosure Schedule, the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, respectively, under the caption referencing such representation and warranty shall be deemed to also be an exception to each other representation and warranty of the Company, the Sellers or the Purchaser (aas applicable) the inclusion of any items or information contained in the Disclosure Schedules that are not required by this Agreement to the extent that it would be so reasonably apparent that such exception is applicable to such other representation and warranty; provided, however, that such other representation and warranty is qualified by scheduled exceptions to such representation and warranty by disclosures which appear in the Company Disclosure Schedule, the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable. Certain information set forth in the Company Disclosure Schedule, the Seller Disclosure Schedule and the Purchaser Disclosure Schedule is included is therein solely for the convenience of partiesinformational purposes and may not be required to be disclosed pursuant to this Agreement, (b) and the disclosure by the parties of any matter in the Disclosure Schedules information shall not be deemed to constitute an acknowledgement by any party acknowledgment or admission that the matter such information is required to be disclosed in connection with the representations and warranties made by the terms of Company, the Sellers or the Purchaser, as the case may be, in this Agreement or that the matter it is material or significantmaterial, (c) if any section of the Disclosure Schedules lists an item or nor shall such information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in establish a standard of materiality or with respect to such other section, notwithstanding the omission any course of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementbusiness.

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items item, information or information other matter in the Disclosure Schedules that are is not required by this Agreement to be so included is solely for the convenience of partiesBuyer, (b) the disclosure by the parties Seller of any item, information or other matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Seller that the such item, information or other matter is required to be disclosed by the terms of this Agreement or that the matter is material or significantmaterial, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or Article III reasonably apparent on the statements contained in any Section face of this Agreement reasonably apparentsuch disclosure, the matter such item or information shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, and (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations representations, warranties or warranties covenants of the parties Seller except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge and agree that (a) the inclusion of any items or information contained in the Disclosure Schedules shall be deemed to qualify to the specific Section (or subsection, as appropriate) of this Agreement to which it corresponds, and shall be cumulative so that if the existence of the fact or item or its contents disclosed in any particular Schedule is relevant to any other Schedule, then such fact or item shall be deemed to be disclosed with respect to the other Schedule to the extent such relevance is reasonably apparent whether or not a specific cross-reference appears. The headings contained in the Disclosure Schedules are included for convenience only, and are not intended to limit the effect of the disclosures contained in such Schedule or to expand the scope of the information required to be disclosed in such Schedule. Descriptions of documents in the Schedules are summaries only and are qualified in their entirety by the specific terms of such documents. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be so included reflected herein; additional matters are set forth for informational purposes and the fact that any item of information is solely for the convenience of parties, (b) the disclosure by the parties of any matter disclosed in the Disclosure Schedules shall not be deemed construed to constitute an acknowledgement by any party mean that the matter such information is required to be disclosed by this Agreement. Any information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the term “material” or other similar terms of in this Agreement or constitute an admission that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as items are required to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in under this Agreement.

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items item, information or information other matter in the Disclosure Schedules that are is not required by this Agreement to be so included is solely for the convenience of partiesBuyer, (b) the disclosure by the parties Seller of any item, information or other matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Seller that the such item, information or other matter is required to be disclosed by the terms of this Agreement or that the such item, information or other matter is material or significantmaterial, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules Schedules, any Section of Article III or the statements contained in any Section of this Agreement Article III reasonably apparentapparent on its face, the matter such item or information shall be deemed to have been disclosed in or with respect to such other sectionsection of the Disclosure Schedules and Article III, notwithstanding the omission of an appropriate cross-reference to such other section of the Disclosure Schedules or in Article III or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations representations, warranties or warranties covenants of the parties Seller except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge Disclosure Schedules shall be arranged in paragraphs corresponding to the numbered and agree lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall qualify the other paragraphs in this Agreement to the extent it is reasonably apparent from the face of the statement that (a) the it is applicable. The inclusion of any items or information in the any section of a Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules Schedule shall not be deemed to constitute be an acknowledgement by admission, acknowledgment or evidence (i) of the materiality of such item, nor shall it establish a standard of materiality for any party purpose whatsoever, (ii) that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance pursuant to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and Agreement, or (fiii) the that such information actually constitutes noncompliance with, or a violation of, any agreement, law, regulation or statute to which such disclosure is applicable. The Disclosure Schedules and the information information, description and statements contained disclosures included therein are not intended to constitutequalify and limit all the representations, warranties and covenants of the applicable Party contained in this Agreement, and shall not be construed deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Except as constituting, representations or warranties of the parties except as and to the extent otherwise specifically provided in this AgreementAgreement to the contrary, the Disclosure Schedules may only be amended by an instrument in writing signed by the Parties. [The remainder of this page is intentionally left blank. Signatures are on the following page.]

Disclosure Schedules. The parties Parties acknowledge and agree that (a) the inclusion of any items item, information or information other matter in the Disclosure Schedules that are is not required by this Agreement to be so included is solely for the convenience of partiesBuyer, (b) the disclosure by the parties Seller of any item, information or other matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Seller that the such item, information or other matter is required to be disclosed by the terms of this Agreement or that the such item, information or other matter is material or significantmaterial, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules reasonably apparent on its face, such item or the statements contained in any Section of this Agreement reasonably apparent, the matter information shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedulessection, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations representations, warranties or warranties covenants of the parties Seller except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements 105 contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

Disclosure Schedules. The parties acknowledge and agree Disclosure Schedules (including, in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Schedules (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Schedules, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Schedules shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Schedules to which it is reasonably apparent on the face of such disclosure that (a) such disclosure is responsive to such other section of this Agreement or section of the inclusion of any items or applicable Disclosure Schedules. Certain information set forth in the Disclosure Schedules that are is included solely for informational purposes and may not be required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosed pursuant to this Agreement. The disclosure by the parties of any matter in the Disclosure Schedules information shall not be deemed to constitute an acknowledgement by any party acknowledgment that the matter such information is required to be disclosed by in connection with the terms representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of this Agreement materiality or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or facts underlying such information in such constitute a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or Material Adverse Effect with respect to such other sectionthe Company or OceanTech, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementapplicable.

Disclosure Schedules. The parties acknowledge and agree that Company has delivered to Parent a schedule (the “Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) in response to an express disclosure requirement contained in a provision of this Agreement or (b) as an exception to one or more representations or warranties contained in Section 4.02; provided, that the inclusion of any items or information an item in the Disclosure Schedules that are Schedule as an exception to a representation or warranty will not required by this Agreement to itself be so included is solely for the convenience of parties, (b) the disclosure deemed an admission by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party Company that the matter such item is material or was required to be disclosed by therein. The Disclosure Schedule is arranged in sections corresponding to the terms of numbered and lettered sections and subsections contained in this Agreement or that Agreement, and the matter is material or significant, (c) if disclosures in any section or subsection of the Disclosure Schedules lists an item or information Schedule will qualify each other section and subsection in such a way as to make its relevance this Agreement to the disclosure required by or provided in another section extent it is reasonably apparent from a reading of the text of the disclosure that such disclosure is applicable to such other section and subsection. Information in the Disclosure Schedules Schedule under any particular schedule or the statements contained in any Section of this Agreement reasonably apparent, the matter shall section therein will be deemed to have been disclosed in or with respect to all other schedules or sections therein and any representations, warranties or covenants therein of the Company where the applicability of such information to such other sectionschedules or sections or representations, notwithstanding the omission warranties or covenants is readily apparent, regardless of an appropriate whether a cross-reference to such other the applicable section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreementschedule is actually made.