Common use of Schedules and Annexes Clause in Contracts

Schedules and Annexes. The Schedules and Annexes are a part of this Agreement as if fully set forth herein. All references herein to articles, sections, paragraphs, Schedules and Annexes shall be deemed references to such parts of this Agreement unless the context shall otherwise require. The Company Disclosure Schedule has been arranged, for purposes of convenience only, as separate Parts corresponding to the subsections of ARTICLE III of this Agreement. The representations and warranties contained in ARTICLE III of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Company Disclosure Schedule corresponding to the particular subsection of ARTICLE III in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part of the Company Disclosure Schedule by reference to another part of the Company Disclosure Schedule; and (c) any exception or disclosure set forth in any other part of the Company Disclosure Schedule to the extent it is reasonably apparent that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company, the Blocker Company and the Blocker Seller contained in this Agreement. Nothing in the Company Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or create any covenant. Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

Appears in 2 contracts

Samples: Securities Purchase and Merger Agreement (Celestica Inc), Securities Purchase and Merger Agreement (Celestica Inc)

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Schedules and Annexes. The Schedules and Annexes are a part of this Agreement as if fully set forth herein. All references herein to articles, sections, paragraphs, Schedules and Annexes shall be deemed references to such parts of this Agreement unless the context shall otherwise require. The Company Disclosure Schedule has been arranged, for purposes of convenience only, as separate Parts corresponding to the subsections of ARTICLE Article III of this Agreement. The representations and warranties contained in ARTICLE Article III of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Company Disclosure Schedule corresponding to the particular subsection of ARTICLE Article III in which such representation and warranty appears; and (b) any exceptions or disclosures explicitly cross-referenced in such part of the Company Disclosure Schedule by reference to another part of the Company Disclosure Schedule; and (c) any exception or disclosure set forth in any other part of the Company Disclosure Schedule to the extent it is reasonably apparent that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company, the Blocker Company and the Blocker Seller contained in this Agreement. Nothing in the Company Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the this Agreement or create any covenant. Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

Appears in 1 contract

Samples: Merger Agreement (Tabula Rasa HealthCare, Inc.)

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Schedules and Annexes. The Company Disclosure Schedules and Annexes referenced herein are a part of this Agreement as if fully set forth herein. All references herein to articles, sections, paragraphs, Schedules schedules and Annexes shall be deemed references to such parts articles, sections, paragraphs, schedules and Annexes of this Agreement Agreement, unless the context shall otherwise require. The Any fact or item disclosed in any Section of the Company Disclosure Schedules shall be deemed disclosed in each other Section of the Company Disclosure Schedules to which such fact or item may apply so long as (a) such other Section is referenced by applicable cross reference or (b) the relevance of such disclosure to such other Section is reasonably apparent on its face. The Disclosure Schedule has been arrangedand Annexes to this Agreement are qualified in their entirety by reference to specific provisions of this Agreement, and are not intended to constitute, and shall not be construed as, a representation, warranty, covenant or agreement of Seller or any member of the Company Group. The specification of any dollar amounts or the inclusion of any facts or items in the Company Disclosure Schedules shall not be deemed to be an acknowledgement, representation or warranty that such dollar amounts, facts or items are material, to establish any standard of materiality or to establish matters that are within or outside of the ordinary course of business. At its option, Seller and the Company Group may include in the Company Disclosure Schedules facts or items that are not required to be set forth therein for informational purposes or to avoid any misunderstanding, and Acquiror acknowledges that such additional facts or items may not include other matters of convenience only, as separate Parts corresponding a similar nature or impose any requirement to the subsections of ARTICLE III of disclose any information beyond what is specifically required by this Agreement. The representations and warranties information contained in ARTICLE III of this Agreement are subject to (a) the exceptions and disclosures set forth in the part of the Company Disclosure Schedule corresponding to the particular subsection of ARTICLE III in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part of the Company Disclosure Schedule by reference to another part of the Company Disclosure Schedule; and (c) any exception or disclosure set forth in any other part of the Company Disclosure Schedule to the extent it is reasonably apparent that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule Schedules is disclosed solely for the purposes of this Agreement, and no information set forth therein contained in the Company Disclosure Schedules shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, whatsoever (including of any violation of any Law or breach of any agreementContract). The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company, the Blocker Company and the Blocker Seller contained in this Agreement. Nothing References in the Company Disclosure Schedule is intended Schedules to broaden the scope any Contract, Benefit Plan, Order, instrument, document or Action are qualified in their entirety by reference to more detailed information in documents attached thereto or previously delivered or made available to Acquiror or any of any representation or warranty contained in the Agreement or create any covenant. Matters reflected in the Company Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar natureits representatives.

Appears in 1 contract

Samples: Transaction Agreement (Wellcare Health Plans, Inc.)

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