Common use of Disclosure Schedule Clause in Contracts

Disclosure Schedule. Before entry into this Agreement, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this Agreement, Company delivered to Purchaser The parties hereto agree that any reference in a schedule (a “particular Section of the Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Schedule or the Parent Disclosure Schedule”) that sets forth, among as applicable, shall be deemed to be disclosed and incorporated by reference in each other thingsSection of the Company Disclosure Schedule or the Parent Disclosure Schedule, items as applicable, if the relevance of such reference as a disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one such other Section is reasonably apparent on its face. Certain items and matters may be listed in the Company Disclosure Schedule or more representations or warranties contained in Article III or Article IV, as the case Parent Disclosure Schedule for informational purposes only and may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is not be required to be listed therein by the terms of this Agreement. Except as expressly set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, in no event shall the listing of items or matters in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. The mere inclusion of an item in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (ba) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material factevent, event circumstance, change, effect, development or circumstance condition or that such item has had or would be reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect. For , as applicable, and (b) shall not be construed as an admission or indication by the Company or Parent, as applicable, of any non-compliance with, or breach or violation of, any third party rights (including any Intellectual Property), any Contract or agreement or any Applicable Law or Order of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the representations made herein or of disclosing any information required to be disclosed under this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this Agreement, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (ai) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (bii) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. (a) Before entry into this Agreement, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule a (a “Purchaser Disclosure Schedule”) that ), each of which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may berespectively, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (ai) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (bii) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. . (b) For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, Purchaser in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectivelyas applicable, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule Schedule, as applicable (so long as it is reasonably clear on from the face of such disclosure context that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this Agreement, the Company delivered to Parent and Purchaser a schedule (a the “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets 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 hereof or (b) as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, IV or to one or more of the Company’s covenants contained in Article VI. The Disclosure Schedule constitutes an integral part of this Agreement and is hereby incorporated herein; provided, however, that notwithstanding anything . There may be included in the Disclosure Schedule and elsewhere in this Agreement to the contrary, (a) no items and information that are not “material,” and such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall will not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” and will not be used as a basis for interpreting the terms “material,” “materially,” “materiality” or any word or phrase of similar import used herein. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedule relating to a possible breach or violation of any contract, Law or Permit will be construed as an admission or indication that such item represents breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule that refer to a material exception or material factdocument are qualified in their entirety by reference to the text of such document, event or circumstance or that including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in the Disclosure Schedule and not otherwise defined therein has the meaning given to such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of term in this Agreement, “Previously Disclosed” means information . Any headings set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule are for convenience of reference only and do not affect the meaning or Purchaser interpretation of any of the disclosures set forth in the Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. (a) Before entry into this Agreement, the Company delivered to Purchaser Parent a schedule (a the “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. . (a) Before entry into this Agreement, the Parent delivered to Company a schedule (the “Parent Disclosure Schedule”) which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article IV or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. (c) For purposes of this Agreement, “Previously Disclosed” means information set forth by the Company or Purchaser, as the case may be, in the applicable paragraph of its the Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on from the face of such disclosure context that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this Agreement, the Company delivered to Purchaser Parent and Merger Sub a schedule (a the “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets 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 hereof or (b) as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, Section 3.01 or to one or more of the Company’s covenants contained in Article IV. The Disclosure Schedule constitutes an integral part of this Agreement and is attached hereto as Schedule A and is hereby incorporated herein; provided, however, that notwithstanding anything . There may be included in the Disclosure Schedule and elsewhere in this Agreement to the contrary, (a) no items and information that are not “material,” and such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall will not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” and will not be used as a basis for interpreting the terms “material,” “materially,” “materiality” or any word or phrase of similar import used herein. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedule relating to a possible breach or violation of any contract or Law will be construed as an admission or indication that such item represents breach or violation exists or has occurred. Any disclosures in the Disclosure Schedule that refer to a material exception or material factdocument are qualified in their entirety by reference to the text of such document, event or circumstance or that including all amendments, exhibits, schedules and other attachments thereto. Any capitalized term used in the Disclosure Schedule and not otherwise defined therein has the meaning given to such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of term in this Agreement, “Previously Disclosed” means information . Any headings set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule are for convenience of reference only and do not affect the meaning or Purchaser interpretation of any of the disclosures set forth in the Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into Simultaneously with the execution and delivery of this Agreement, Company Sellers delivered to Purchaser the Buyer a disclosure schedule (the “Sellers’ Disclosure Schedule”), and the Buyer delivered to Sellers, a disclosure schedule (the “Company Buyer’s Disclosure Schedule,” the Sellers’ Disclosure Schedule and the Buyer’s Disclosure Schedule collectively referred to as the “Disclosure Schedule”) containing exceptions to the representations and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items warranties of Sellers and the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IVBuyer, as the case may beapplicable, or to one or more covenants contained herein; provided, however, that notwithstanding anything set forth in this Agreement and disclosures and responses relating to certain covenants and agreements contained in this Agreement. Subject to the contraryprovisions set forth in the Disclosure Schedule, each exception set forth in the Disclosure Schedule and each other disclosure and response to this Agreement set forth in the Disclosure Schedule shall be in reasonable detail and identified by reference to, or shall be grouped under a heading referring to, a specific individual section or subsection (aas applicable) no of this Agreement. The inclusion of any information in the Disclosure Schedule shall not be deemed an admission or acknowledgement, in and of itself or solely by virtue of the inclusion of such item information in the Disclosure Schedule, that such information is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance therein or that such information is material to Sellers, any Acquired Company, the Buyer or their respective business, assets or liabilities. Any item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, disclosed on any section in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any shall be deemed to be disclosed with respect to all other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it sections under which such item may be relevant to the extent that such section is reasonably clear cross-referenced or the relevance to such other section is readily apparent on the face of such disclosure that the disclosure disclosure. Capitalized terms used and not otherwise defined in such other paragraph of its Company the Disclosure Schedule or Purchaser Disclosure Schedule is also applicable shall have the respective meanings ascribed to the section of them in this Agreement in question)Agreement.

Disclosure Schedule. Before entry into this Agreement, each of the Company and Parent and Merger Sub delivered to Purchaser the other a schedule (each a “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, any items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties of the disclosing party contained in Article III or Article IV, as applicable, and, in the case may beof the Company, or to one or more of its covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (ai) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (bii) in the case of the Company, the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, a party in the applicable paragraph or section of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph or section of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on from the face of such disclosure context that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. (a) Before entry into this Agreement, the Company delivered to Purchaser Parent a schedule (a the “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. . (b) (a) Before entry into this Agreement, the Parent delivered to Company a schedule (the “Parent Disclosure Schedule”) which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article IV or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. (c) For purposes of this Agreement, “Previously Disclosed” means information set forth by the Company or Purchaser, as the case may be, in the applicable paragraph of its the Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on from the face of such disclosure context that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this AgreementThe Company acknowledges and agrees that (a) the Parent Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of the Parties hereto, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”b) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items the disclosure of which any matter in the Parent Disclosure Schedule shall not be deemed to constitute an acknowledgment by the Parent that the matter is necessary material or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as an exception disclosed pursuant to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes provisions of this Agreement, “Previously Disclosed” means information set forth by Company (c) any fact or Purchaser, as the case may be, item disclosed in the applicable paragraph of its Company Parent Disclosure Schedule and referenced by a particular section in this Agreement shall, should the existence of the fact or Purchaser item or its contents be relevant to any section in this Agreement, be deemed to be disclosed with respect to such section whether or not a specific cross-reference appears (provided that the relevance of such fact or item shall be reasonably evident from such disclosure), (d) the disclosure of any fact or item in the Parent Disclosure Schedule shall not represent an admission by the Parent that such fact or item actually constitutes noncompliance with, or a violation of, any law, regulation or statute to which such disclosure is applicable as such disclosure has been made for purposes of creating exceptions to the representations and warranties made by the Parent and Merger Sub to Company, and (e) each attachment referenced in the Parent Disclosure Schedule shall be deemed incorporated into and a part of such Parent Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this Agreement, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (ai) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (bii) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectively, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Disclosure Schedule. (a) Before entry into this Agreement, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”) and Purchaser has delivered to Company a schedule a (a “Purchaser Disclosure Schedule”) that ), each of which sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may berespectively, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (ai) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (bii) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. . (b) For purposes of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, Purchaser in the applicable paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectivelyas applicable, or any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule Schedule, as applicable (so long as it is reasonably clear on from the face of such disclosure context that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question).. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Disclosure Schedule. Before entry into this Agreement, Company delivered to Purchaser a schedule (a “Company Disclosure Schedule”) The representations and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement are qualified by reference to the contrary, (a) no such item is required to Disclosure Schedule attached hereto. A matter set forth in one section of the Disclosure Schedule need not be set forth in any other section of the Disclosure Schedule so long as its relevance to the latter section of the Disclosure Schedule or section of the Agreement is reasonably apparent on the face of the information disclosed in the Disclosure Schedule to the person to which such disclosure is being made. The parties hereto agree that the Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, representations and warranties of the Company except to the extent expressly provided in this Agreement. Buyer and Merger Sub acknowledge that (i) the Disclosure Schedule may include items or information that the Company is not required to Table of Contents disclose under this Agreement, (ii) disclosure of such items or information shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligation of the Company under this Agreement and (iii) inclusion of information in the Disclosure Schedule shall not be construed as an exception admission that such information is material to the Company. Similarly, in such matters where a representation or warranty if its absence would not result is given or other information is provided, the disclosure of any matter in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty Disclosure Schedule shall not be deemed an admission imply that such item represents any other undisclosed matter having a material exception greater value or material fact, event or circumstance or other significance is material. Buyer and Merger Sub further acknowledge that such item has had or would be reasonably likely to headings have a Material Adverse Effect. For purposes been inserted on Sections of this Agreement, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, in the applicable paragraph of its Company Disclosure Schedule for the convenience of reference only and shall not affect the construction or Purchaser Disclosure Schedule, respectively, or interpretation of any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section provisions of this Agreement in question)or the Disclosure Schedule.

Disclosure Schedule. Before entry into The Disclosure Schedule is intended only to qualify the representations and warranties of the Acquired Companies contained in Section 2 of the Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations or warranties. The Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, Company delivered and the information disclosed in any numbered or lettered part shall be deemed to Purchaser a schedule (a “Company relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered section or subsection of this Agreement, except to the extent that such information is cross-referenced in another part of the Disclosure Schedule”) , and Purchaser has delivered elsewhere in the Disclosure Schedule if it is reasonably clear, upon a reading of such disclosure alone (without any independent knowledge on the part of the reader regarding the matter disclosed and without any reference to Company a schedule (a “Purchaser Disclosure Schedule”) any agreement or document disclosed), that sets forth, among other things, items the disclosure is applicable to such other section(s) or subsection(s). The mere listing of which is necessary a document or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may beother item in, or attachment of a copy thereof to, the Disclosure Schedule will not be deemed adequate to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as disclose an exception to a representation or warranty if its absence would not result made in this Agreement (unless the related representation or warranty being deemed untrue pertains directly to the existence of the document or incorrect other item itself). Certain information set forth in the Disclosure Schedule is included solely for informational purposes and (b) the mere inclusion may not be required to be disclosed pursuant to this Agreement. The disclosure of an item as an exception to a representation or warranty any information shall not be deemed to constitute an admission acknowledgment that such item represents a material exception or material fact, event or circumstance information is required to be disclosed in connection with the representations and warranties made by the Acquired Companies in this Agreement or that such item has had or would information is material, nor shall such information be reasonably likely deemed to have establish a Material Adverse Effect. For purposes standard of this Agreementmateriality, “Previously Disclosed” means information set forth by Company or Purchaser, as the case may be, in the applicable paragraph nor shall it be deemed an admission of its Company Disclosure Schedule or Purchaser Disclosure Schedule, respectivelyany liability of, or concession as to any other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of such disclosure that the disclosure in such other paragraph of its Company Disclosure Schedule or Purchaser Disclosure Schedule is also applicable to the section of this Agreement in question)defense available to, any Acquired Company.

Disclosure Schedule. Before entry into As of the date of this Agreement, Company Farmers delivered to Purchaser Civista a schedule (a “Company Farmers Disclosure Schedule”) and Purchaser has Civista delivered to Company Farmers a schedule (a “Purchaser Civista Disclosure Schedule”) that sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes of this Agreement, “Previously Disclosed” means information set forth by Company Farmers or PurchaserCivista, as the case may be, in the applicable paragraph of its Company Farmers Disclosure Schedule or Purchaser Civista Disclosure Schedule, respectively, or any other paragraph of its Company Farmers Disclosure Schedule or Purchaser Civista Disclosure Schedule (so long as it is reasonably clear apparent on the its face of such disclosure that the disclosure in such other paragraph of its Company Farmers Disclosure Schedule or Purchaser Civista Disclosure Schedule is also applicable to the section of this Agreement in question).

Disclosure Schedule. Before entry into this Agreement, Company delivered to Purchaser a schedule The Parent and Merger Sub acknowledge and agree that (a “a) the Company Disclosure Schedule”Schedule may include certain items and information solely for informational purposes for the convenience of the Parties hereto, (b) and Purchaser has delivered to Company a schedule (a “Purchaser Disclosure Schedule”) that sets forth, among other things, items the disclosure of which any matter in the Company Disclosure Schedule shall not be deemed to constitute an acknowledgment by the Company that the matter is necessary material or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV, as the case may be, or to one or more covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such item is required to be set forth as an exception disclosed pursuant to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect and (b) the mere inclusion of an item as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect. For purposes provisions of this Agreement, “Previously Disclosed” means information set forth by Company (c) any fact or Purchaser, as the case may be, item disclosed in the applicable paragraph of its Company Disclosure Schedule and referenced by a particular section in this Agreement shall, should the existence of the fact or Purchaser Disclosure Scheduleitem or its contents be relevant to any section in this Agreement, respectivelybe deemed to be disclosed with respect to such section whether or not a specific cross-reference appears (provided that the relevance of such fact or item shall be reasonably evident from such disclosure), (d) the disclosure of any fact or any other paragraph of its item in the Company Disclosure Schedule shall not represent an admission by the Company that such fact or Purchaser Disclosure Schedule (so long as it is reasonably clear on the face of item actually constitutes noncompliance with, or a violation of, any law, regulation or statute to which such disclosure that is applicable as such disclosure has been made for purposes of creating exceptions to the disclosure representations and warranties made by the Company to Parent and Merger Sub, and (e) each attachment referenced in such other paragraph of its the Company Disclosure Schedule or Purchaser shall be deemed incorporated into and a part of such Company Disclosure Schedule is also applicable to the section of this Agreement in question)Schedule.